RFP for Advertising Services Management in Peshawar BRT Corridor
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REQUEST FOR PROPOSALS (RFP)
for
Advertising Services Management in Peshawar BRT Corridor
Tender No. TPC/BD/RFP/ASM/2021/003
Date: April 21, 2021
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TABLE OF CONTENTS
SECTION 1 – DEFINITIONS…………………………………………………………………………………..4 SECTION 2 – NOTICE…………………………………………………………………………………………6 2.1 Introduction………………………………………………………………………………………………6 2.2 Disclaimer………………………………………………………………………………………………..6 SECTION 3 - PESHAWAR SUSTAINABLE BRT CORRIDOR SYSTEM DETAILS…………………….6 3.1 Background………………………………………………………………………………………………6 3.2 Infrastructure……………………………………………………………………………………………..6 3.3 Operations………………………………………………………………………………………………..7 SECTION 4 – ADERTISING SERVICES MANAGEMENT AND QUALIFICATION REQUIREMENTS……………….............................................................................................................7 4.1 Required Services……………………………………………………………………………………….7 4.2 Qualification Requirements........................................................……………………………….…..7 SECTION 5 - BIDDING PROCESS…………………………………………………………………………...8 5.1 Open Competitive Bidding….……………………………………………………………………...….......8 5.2 Planning………………………………………………………………………………………………......8 5.3 Information Source……………………………………………………………………………………...8 5.4 Pre-Bid Meeting…………………………………………………………………………………………9 5.5 Questions and Answers on the Request for Proposals…………………………………………….9 5.6 Submission of Comments on the RFP/ Service Agreement ...................................................... .9 5.7 Formation and Modification in the Composition of a Consortium .............................................. 10 5.8 Rejection of Proposals ............................................................................................................... 10 5.9 Cancellation of the Bidding Process and Proclamation of the Bidding Process as Unsuccessful ........................................................................................................................................ 10 5.10 Opening and Evaluation of Proposals .......................................................................................... 11 5.11 Signing of the Service Agreement ................................................................................................ 11 SECTION 6 – INSTRUCTIONS TO BIDDERS .................................................................................... 11 6.1 General Terms that the Proposal Must Fulfil ............................................................................. 11 6.2 Proposal Package ...................................................................................................................... 11 6.3 Submission of Proposal ............................................................................................................. 12 6.4 Content of Proposal ................................................................................................................... 12 SECTION 7 - EVALUATION ................................................................................................................ 13 7.1 Responsiveness Criteria ............................................................................................................ 13 7.2 Evaluation ................................................................................................................................. 14 7.3 Information ................................................................................................................................. 14 7.4 Clarification ................................................................................................................................ 14 SECTION 8 - GENERAL MATTERS .................................................................................................... 14 8.1 Responsibility of Bidders ............................................................................................................ 14 8.2 Confidentiality............................................................................................................................. 14 8.3 Proprietary Data ......................................................................................................................... 15 8.4 Fraud and Corruption ................................................................................................................. 15 8.5 Governing Law and Rules .......................................................................................................... 16 Schedule 1 Business Structure (partnership/corporation) .............................................................. 17 Schedule 2 Business Structure (consortium) ................................................................................. 18 Schedule 3 Proposal Submission Letter ........................................................................................ 20 Schedule 4 Financial Offer ............................................................................................................. 21 Schedule 5 Authority to Bid and Designation of Authorized Representative (partnership/corporation) ...................................................................................................................... 22 Schedule 6 Authority to Bid and Designation of Authorized Representative (Consortium) ......................................................................................................................................... 23 Schedule 7 Affidavit of Integrity Pact .............................................................................................. 24 Schedule 8 Comment Form ............................................................................................................ 25 Appendix A Advertising Locations Details ……………………………………………………………...26
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SECTION 1 - DEFINITIONS
1.1.1 The following words or terms shall have the following meanings in this Request for Proposals:
Affiliate means a corporation or entity effectively under the Control of, or in Control of, a Bidder or associated with a Bidder under common ownership and Control.
Bidder means a legal entity and includes an individual/sole proprietor, firm, company, partnership, corporation, Consortium or joint venture of individuals/firms/companies which participates in the Bidding Process.
Bid Bond has the meaning given to it in paragraph 6.4.7.
Bidding Process or Bidding means the process beginning from the publication of the Request for Proposal until the signing of the Service Agreement.
BRT means a flexible, rubber-tired rapid transit mode that combines stations, bus stops, vehicles, services, running ways, and technological elements into an integrated system.
Coercion, Collusion, Corrupt Practices, Fraud, Restrictive Practices and Undesirable Practices have the meanings given to them in paragraph 8.4.2.
Consortium means an unincorporated association of juridical persons bound by contract or law, solidarily undertaking by mutual written agreement a common enterprise which is to participate in the Bidding Process.
Consortium Member means any of the juridical persons comprising a Consortium, each having a definite interest in the common undertaking, solidarily liable in the Proposal and whose interest may be converted into an equivalent equity participation in the corporation that will become a service provider if the Consortium is awarded and accepts the obligation to provide the Required Services.
Control means, for purposes of defining an Affiliate, the power to direct or cause the
direction of the management policies of a body corporate whether through: ownership of at least fifty per cent (50%) plus one share of the outstanding voting shares or (ii) ownership of at least twenty per cent (20%) of the outstanding voting shares and (a) possession of at least fifty per cent (50%) plus one share of the voting rights through voting trust or other voting agreements entered into at least one year before the Proposal Submission Date or (b) the ability to elect a majority of the members of the Affiliate’s board of directors. In determining ownership by a corporation of the shares of another corporation, shares held both directly and indirectly will be counted. If the Bidder or Consortium Member was incorporated only within the last six (6) months, then the requirement herein that the voting trust or other voting agreement should have been entered into at least one (1) year before the Proposal Submission Date, will not be applicable.
KPPRA means the Khyber Pakhtunkhwa Public Procurement Regulatory Authority.
Net Worth means total assets minus total liabilities.
Procurement Rules means the Khyber Pakhtunkhwa Public Procurement of Goods, Works and Services Rules of 2014.
Proposal means the bid submitted by a Bidder for the provision of the Required Services.
Proposal Submission Date means the date specified as such in paragraph 5.2.1.
Required Services has the meaning given to it under Section 4 and in the Service Agreement.
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Service Agreement means the service contract to be entered into between TransPeshawar Company and a Winning Bidder.
Subcontractor means an entity which may be engaged by a Winning Bidder to undertake a portion of the Required Services.
TransPeshawar (The Urban Mobility Company) or “TransPeshawar Company” or “TPC” means the entity responsible for BRT project design, procurement, implementation and ongoing BRT operations and management of service contracts, a public Company (Section 42 Company) registered on February 09, 2017 with Security Exchange Commission of Pakistan with address: TransPeshawar (The Urban Mobility Company), First (1st) Floor, KPUMA Building Main BRT Depot Chamkani, Peshawar, Khyber Pakhtunkhwa, Pakistan. Winning Bidder means the highest financial responsive bidder meeting the qualification requirement as determined by TransPeshawar Company.
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SECTION 2 – NOTICE 2.1 Introduction
2.1.1 This RFP is provided to the recipient solely for use in preparing and submitting a Proposal in
a competitive tender to procure the Required Services.
2.1.2 This RFP is being issued to the Bidders by TransPeshawar Company, a public agency under the Government of Khyber Pakhtunkhwa.
2.2 Disclaimer
2.2.1 No employees or consultants of TransPeshawar Company: (a) make any representation (express or implied) or warranties as to the accuracy or
completeness of the information contained in this RFP or other document made available to a person in connection with the tender process for the Required Services and shall have no liability for this RFP or for any other written or oral communication transmitted to the recipient in the course of the recipient’s evaluation of the Peshawar Sustainable BRT Corridor System; or
(b) will be liable to reimburse or compensate a recipient for any costs or expenses incurred by the recipient in evaluating or acting upon this RFP or otherwise in connection with Peshawar Sustainable BRT Corridor System.
2.2.2 The RFP does not constitute a solicitation to invest or otherwise participate in the
assignment.
2.2.3 The Bidding Process is conducted through the procedures specified in this RFP, in line with the principles of the Khyber Pakhtunkhwa Public Procurement Regulatory Authority Act, 2012 and the Procurement Rules, 2014.
2.2.4 The issuance of this RFP does not imply that TransPeshawar Company is bound to appoint a Winning Bidder or enter into a Service Agreement. TransPeshawar Company reserves the right to reject all or any of the Proposals received or otherwise discontinue the Bidding Process at any time.
SECTION 3 - PESHAWAR SUSTAINABLE BRT CORRIDOR SYSTEM DETAILS
3.1 Background
3.1.1 The Peshawar BRT system is an important part of the public transport system in Peshawar.
3.1.2 The total length of BRT corridor is approximately 28.0 kilometers, with an at-grade section of approximately 12 kilometers and elevated section of approximately 13 kilometers.
3.1.3 BRT services provide following the “Direct-Service” concept. According to this concept, routes start outside the BRT corridor, join and then pass along the BRT corridor and leave the corridor at different stations according to their existing route. When running on the corridor, the BRT vehicles pick up passengers from BRT stations, and when running outside BRT corridor, passengers board from curb-side BRT vehicle stops.
3.1.4 The system is an “open” BRT system, meaning that passengers validate and pay for their journey using their fare medium (e.g., a contactless smart card) via validators at the BRT vehicle doors.
3.2 Infrastructure
3.2.1 Approximately 28.0-kilometre-long corridor for the Peshawar BRT consist of:
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(a) BRT infrastructure (stations, dedicated lanes, depot) designed and built following
international best practices and quality standards;
(b) sidewalks, mixed-traffic lanes and non-motorized transport lane along the BRT;
(c) improvement of access roads and surrounding areas in favour of non-motorized transport and potential feeder services.
3.2.2 30 BRT stations with an average distance of approximately 900 meters between stations.
3.3 Operations
3.3.1 BRT System operated so that:
(a) BRT vehicles shall provide a combination of stopping and express services on the trunk routes;
(b) most stations have passing lanes in order to allow express BRT vehicles to overtake stopping BRT vehicles;
(c) passengers board onto and alight from BRT vehicles on the right-hand side from stations located in the median of the roadway that is part of the BRT infrastructure, or on the left-hand side from the pavement or comparable when off the BRT infrastructure;
3.3.2 The estimated maximum capacity of the system is approximately twenty thousand (20,000) passengers per direction per hour.
3.3.3 The estimated maximal load during the morning peak hour is approximately five thousand (5,000) passengers per direction per hour.
SECTION 4 – A DVETISING SERVICES MANAGEMENT AND QUALIFICATION REQUIREMENTS
4.1 Required Services
4.1.1 Summary TransPeshawar intends to outsource advertising management services which includes provision, installation, operation/sub-letting and maintenance of advertising items (Street light poles streamers, Pillar streamers, SMDs and pedestrian bridge banners) at designated outdoor advertising locations across the BRT corridor. The advertising locations include, but not limited to, street light poles, overhead bridge pillars, and pedestrian bridges start at Tehkal Payan BRT Bus station to Karkhano Market BRT Bus Station. Advertising spaces along with technical specification of advertising items are indicated as Appendix-A.
4.1.2 Objectives
(a) Utilizing advertising locations in way that optimize advertising effectiveness and revenue
generation;
(b) Reflecting modern advertising approaches that create an attractive environment for the
travelling public; and
(c) Reflecting designs that are integrated into the BRT corridor facilities, aesthetically
pleasing and consistent with the BRT corridor finishes and other surrounding facilities.
4.1.3 Detailed Tasks
(a) Street light pools streamers, Pilar streamers, SMDs and pedestrian bridge banners will be
utilized for occupying advertising spaces;
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(b) The services provider shall provide, install, operate/sub-let and maintain advertising items
including provision of electrical connections at designated advertising locations;
(c) Inspections and cleaning of all advertising items and taking all necessary actions to
maintain the advertising items in “as new” condition;
(d) No advertising space will be permitted blank at any time. The blank advertising space will
be utilized for hoisting public service content/BRT promotional material or filler content to
supplement current advertising spaces.
4.2 Qualification Requirement / Criteria
4.2.1 The bidder meeting the following criteria shall be considered qualified for consideration of financial price:
(a) Individual/sole proprietor shall be Pakistani national having CNIC or registered as a
firm/company with registrar of firms or SECP (In case of JV mandatory for all members);
(b) Registered with FBR and reflected on the Active Tax Payer List of FBR (In case of JV
mandatory of all members);
(c) Registered with KPRA for Sales Tax on Services (In case of JV mandatory of all
members);
(d) Service provider is not blacklisted from any provincial or federal public entity/department
(In case of JV apply to all members). Bidder shall provide affidavit of such undertaking on
judicial paper;
(e) Submission of Bid Bond to the amount of PKR.1,000,000/- in shape of Demand Draft
(DD), Call Deposit Receipt (CDR), or Banker Cheque in favour of “Chief Executive Officer
TransPeshawar” or Bank Guarantee or other applicable financial instruments;
(f) Submission of Schedule 1 through 7 in conformity with prescribed templates.
SECTION 5 - BIDDING PROCESS
5.1 Open competitive bidding
5.1.1 The bids are invited under national competitive bidding through Single Stage One Envelope
bidding procedure.
5.2 Planning
5.2.1 This Request for Proposals introduces the Bidding Process for the procurement of Required
Services. The overall planning for the Bidding Process is presented below:
Milestone Party Responsible Date/Deadline
Issuance of Request for Proposal (RFP)
Clarification and Questions/Comments submission
Proposal Submission Deadline
TransPeshawar 21-04-2021
Pre-Bid Meeting TransPeshawar 29-04-2021
11:30 AM (PST)
Bidders 30-04-2021
Uploading of Pre-Bid Minutes TransPeshawar 30-04-2021
Bidders 06-05-2021
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02:30 PM (PST)
Notification of the results of the Evaluation and Appointment of Winging Bidder
TransPeshawar Tentatively in 2nd week of May, 2021
Signing Date of Service Agreement and Compliance with other Requirements
Winning bidder and TransPeshawar
Tentatively in May, 2021
5.3 Information Sources
5.3.1 The primary sources of information provided to Bidders in relation to this Request for Proposals are:
• Request for Proposals (the current document);
• Service Agreement (attached to the current document);
• Pre-Bid Meeting as organized by TransPeshawar Company (cf. Section 5.4).
5.3.2 Bidders relying on information from other sources or the public domain do so at their own risk.
5.4 Pre-Bid Meeting
5.4.1 A Pre-Bid Meeting shall be organized by TransPeshawar Company to:
• Explain the project, the Bidding Process and the Request for Proposals; and
• Provide an opportunity for Bidders to visit and inspect the existing infrastructure
5.4.2 The pre-bid meeting shall be organized at a date specified in Paragraph 5.2.1.
5.5 Questions and Answers on the Request for Proposals
5.5.1 The Bidders shall have the opportunity to ask questions concerning the Request for Proposals by the date specified in Paragraph 5.2.1. Questions can only be addressed by email to the following address:
Attention: Mr. Fayyaz Khan
Chief Executive Officer, TransPeshawar Company.
Email: [email protected] with cc to [email protected] and [email protected]
5.5.2 The Bidders' questions shall be treated anonymously.
5.5.3 TransPeshawar Company shall endeavor to respond to all clarification or information requests, however requests received later than date specified in Paragraph 5.2.1 would be left unanswered. Every such clarification delivered to Bidders shall be made in the form of an appendix to the Request for Proposals and shall, upon being issued, be sent in the shortest possible time to all Bidders. All such appendices shall automatically become an integral part of the Request for Proposals.
5.5.4 All Bidders shall therefore be provided with the same information simultaneously. TransPeshawar Company does not assume any responsibility for emails not received or delivered late.
5.6 Submission of Comments on the RFP/ Service Agreement
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5.6.1 The Bidders shall have the opportunity to submit comments concerning the RFP/Service Agreement before the Comment Submission Date specified in paragraph 5.2.1. Comments shall be submitted in conformity with Schedule 8 and shall be sent by email to the address specified in paragraph 5.5.1. The Bidders' comments shall be treated anonymously.
5.6.2 TransPeshawar Company shall endeavor to respond to all comments and may decide to issue a revised RFP / Service Agreement taking some or all of the comments into consideration. Every such response and, if applicable, the revised RFP / Service Agreement shall, upon being issued, be sent in the shortest possible time to all Bidders.
5.6.3 All Bidders shall therefore be provided with the same information simultaneously. TransPeshawar Company does not assume any responsibility for emails not received or delivered late.
5.7 Formation and Modification in the Composition of a Consortium
5.7.1 Bidders can make Joint Venture / Consortium to meet requirements of the Request for Proposal.
5.7.2 TransPeshawar Company will not accept any modification in the composition of a Consortium / JV after Bid Submission.
5.8 Rejection of Proposals
5.8.1 TransPeshawar Company has a discretionary right to reject a Proposal. Reasons for rejecting a Proposal include, but are not limited to, the following:
(a) The Proposal does not contain all elements defined in the instructions;
(b) The Proposal is not submitted before the Submission Deadline;
(c) The Bidder or the bank which has issued the Bid Bond are insolvent or in the process of liquidation or bankruptcy;
(d) The amount, format or issuer of the Bid Bond does not meet the requirements; or
(e) TransPeshawar Company becomes aware of facts which can influence the free will of contractual parties.
5.8.2 The Proposal may also be rejected up until signing of the Service Agreement, in case TransPeshawar Company concludes, in its discretionary right, that one of the following applies: (a) The Proposal does not comply with the objectives of the tender or is not in line with the
applicable laws (especially in case the Proposal proposed is not acceptable to TransPeshawar Company in terms of conditions offered or their alignment with applicable laws and existing practice in the Islamic Republic of Pakistan;
(b) There is evidence of collusion/joint agreement between Bidders; (c) There is reason to believe that tender rules have been violated (for example, failure to keep
confidential information); (d) There is evidence that the Bidder is trying to gain advantage over other Bidders in an incorrect
manner; or (e) The Financial Offer varies significantly from the estimate of TransPeshawar Company.
5.8.3 In the event of the rejection of a Proposal, TransPeshawar Company shall inform the relevant Bidder in a written form, in accordance with the applicable laws.
5.9 Cancellation of the Bidding Process and Proclamation of the Bidding Process as Unsuccessful.
5.9.1 TransPeshawar Company reserves the right to unilaterally cancel or suspend the Bidding Process at all times. In case of cancellation, TransPeshawar Company will inform the Bidders.
5.9.2 The tender may be cancelled at any time prior to the Submission Deadline at no cost to, if TransPeshawar Company determines that this action is in its best interest or that of the Government of Pakistan/Khyber Pakhtunkhwa. Reasons for cancellation include, but are not limited to:
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(a) Changes in the legislative framework in the Islamic Republic of Pakistan, causing the Bidding Process or the Required Services to become impossible, illegal or economically unviable; or
(b) Proposed amendments to the instructions or procedure would be of such magnitude and substance that a new Bidding Process would be desirable.
5.9.3 The Bidding Process may be proclaimed unsuccessful at any time after the Submission Deadline, at no cost to TransPeshawar Company, if:
(a) No Proposals have been submitted; (b) The Proposals which have been submitted, in the opinion of TransPeshawar Company, do not
meet the criteria, goals and requirements of the Bidding Process; or (c) The Winning Bidder refuses to sign the Service Agreement in the form offered by
TransPeshawar Company.
5.9.4 In the event of such rejection of a Proposal, or cancellation or proclamation of the Bidding Process as unsuccessful, no Bidder shall be entitled to any claim whatsoever against TransPeshawar Company or the Government of Pakistan/Khyber Pakhtunkhwa for any costs, expenses or damages resulting directly or indirectly from such cancellation of the Bidding Process or rejection of Proposal.
5.10 Opening and Evaluation of Proposals
5.10.1 The opening of the Proposals shall occur fifteen minutes after the Proposal Submission Date at the address indicated in paragraph 6.3.1. The Bidders may be represented, by not more than two (2) persons, at the opening of Proposals. Proposals for which a notice of withdrawal request has been submitted shall not be opened.
5.10.2 TransPeshawar Company shall evaluate the Proposals in accordance with the provisions of SECTION 7. TransPeshawar Company shall then inform all Bidders of the results in writing.
5.11 Signing of the Service Agreement
5.11.1 The Winning Bidder shall receive an invitation in form of Letter of Award from TransPeshawar Company with the aim to sign a Service Agreement for Required Services as defined in the Service Agreement. The Winning Bidder shall, within twenty-eight (28) days of receipt of Letter of Award, furnish Performance Security in shape of bank guarantee to the amount of ten (10) % of total Contract Price in favor of TransPeshawar on prescribed format on yearly renewal basis. The TPC shall, after receipt of the Performance Security from the Winning Bidder, send Service Agreement provided in the RFP, to the Winning Bidder. Within seven (07) working days of the receipt of such Agreement, the Winning Bidder shall sign and date the Agreement and return it to TPC.
5.11.2 In the event of a withdrawal by a Winning Bidder or failure to submit Performance Security, TransPeshawar Company may invite the next Bidder to conclude a Service Agreement for the Required Services.
5.11.3 If a Bidder which was invited by TransPeshawar Company to sign a Service Agreement withdraws from the Bidding Process, the Bid Bond of the said Bidder shall be called by TransPeshawar Company and the next Bidder may be issued Letter of Award.
SECTION 6 – INSTRUCTIONS TO BIDDERS
6.1 General Terms that the Proposal Must Fulfil
6.1.1 All elements of the Proposal containing monetary values, whether they apply to business activities in the Islamic Republic of Pakistan or abroad, must be expressed in Pakistani Rupees (PKR).
6.1.2 All documents forming part of the Proposal must be written in the English language; copies of legal or similar supporting documents in other languages must be accompanied with a notarized translation.
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6.2 Proposal Package
6.2.1 The Proposal must be submitted in a single envelope containing relevant documentary evidence and financial quote under Single Stage – One Envelope Bidding Procedure.
6.2.2 The envelope must be properly sealed and must be marked with: (a) The name and the address of the Bidder; (b) The address of TransPeshawar Company as indicated in paragraph 6.3.1; (c) The warning: “Do not open before <insert Proposal Submission Deadline>”; (d) The wording: “Proposal for Management of Advertisement Services in Peshawar BRT
Corridor”.
6.2.3 The Proposal must contain: (a) One (1) complete original set of the Proposal, clearly marked as “ORIGINAL”; (b) One (1) certified true copy clearly marked as
“COPY NO. __”; and (c) One (1) readable compact disc, flash disks or flash drives containing an electronic copy of
each Proposal document, in either Microsoft Word (.doc) or Portable Document Format (.pdf) format. (Optional)
6.2.4 In the event of any discrepancy between an original and the copies, the original shall prevail.
6.3 Submission of Proposal
6.3.1 The Proposal must be delivered to TransPeshawar Company by the date specified in Paragraph 5.2.1 at the following address:
Attention: Mr. Fayyaz Khan
Chief Executive Officer, TransPeshawar. Address: TransPeshawar (The Urban Mobility Company), 1st Floor KPUMA Building Main
BRT Depot, Opposite NHA Complex, GT Road Chamkani Peshawar.
6.3.2 The Proposal must be submitted in person or via registered post mail or via courier, in closed envelope. The Proposal shall be considered submitted upon physical receipt by TransPeshawar Company of the master envelope. TransPeshawar Company may issue a Proposal receipt confirmation, which shall clearly indicate the date and time at which the Proposal was received. Late submission, for whatsoever reason, will not be acceptable.
6.4 Content of Proposal
6.4.1 The Proposal shall contain all components listed below. The Proposal shall be considered only on the basis of information provided in accordance with below prescribed templates.
6.4.2 The Bidder must submit a Business Structure in conformity with Schedule 1 (or, in case the Bidder is a JV/Consortium, Schedule 2).
(a) The Business Structure must be signed and dated by the Sole Proprietor or Authorized
Representative.
(b) In the case of a JV/Consortium, JV/Consortium Members shall collectively appoint one, and only one, of their number to be the lead member (Lead Member) who shall be authorized by each JV/Consortium Member to represent and irrevocably bind all members of that JV/Consortium in all matters relating to the procurement process for the provision of the Required Services, including, but not limited to, the submission of the Bid on behalf of the Consortium. Lead Member and all partners of the Consortium / Joint Venture must be an individual/sole proprietor having CNIC with Pakistan nationality or a firm/company registered/incorporated with Registrar of Firms/Security and Exchange Commission of Pakistan. All members shall be jointly and severally liable for the execution of the Service Agreement.
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6.4.3 The Bidder must submit Proposal Submission Letter in conformity with Schedule 3. (a) The Proposal Submission Letter must be signed by the Sole Proprietor or Authorized
Representative.
6.4.4 The Bidder must submit a Financial Offer in conformity with Schedule 4. (a) The Financial Offer must be signed and dated by the Sole Proprietor or Authorized
Representative.
6.4.5 The Bidder (or, in case the Bidder is a Consortium, each Consortium Member) must submit an Authority to Bid and Designation of Authorized Representative in conformity with Schedule 5 (or, in case the Bidder is a Consortium, Schedule 6). (Note ignore submission of Schedule 5 or 6 in case the bidder is an individual or sole proprietor). (a) The Authority to Bid and Designation of Authorized Representative must be signed and dated
by the Corporate Secretary or equivalent officer of the Bidder (or, in case the Bidder is a Consortium, of the Consortium Members).
6.4.6 The bidder must submit the Integrity Pact in conformity with Schedule 7. (a) Integrity Pact must be signed and dated by the Authorized Representative.
6.4.7 The Bidder must submit a Bid Bond of Rs.1,000,000/- in Shape of Demand Draft (DD) or Call
Deposit Receipt (CDR) or Banker Cheque from schedule bank of Pakistan in favor of “Chief Executive Officer, TransPeshawar” or bank guarantee or applicable financial instrument. (a) The Bid Bond must be provided by the Bidder from Schedule Bank in Pakistan;
(b) The Bid Bond can be claimed by TransPeshawar Company in case of:
(i) Withdrawal from the Bidding Process between the Proposal Submission Date and the signing date of the Service Agreement;
(ii) Failed to submit Performance Security within prescribed time; (iii) Exclusion from the Bidding Process by TransPeshawar Company; (iv) In case of any willful misconduct such as Corrupt Practice, Collusion, Coercion, Fraud,
Fraudulent Practice, Undesirable Practice or Restrictive Practice.
(c) Within seven (7) days after the submission of Performance Security by Winning Bidder, TransPeshawar Company shall release the Bid Bond to all Bidders. The Bid Bond of the Winning Bidder shall be released on the submission of Performance Security;
6.4.8 The following documents shall also be submitted with the proposal:
(i) Copy of CNIC in case of an individual/sole proprietor or Certificate of Registration or
incorporation for a firm/company with registrar of firms or SECP (In case of JV
mandatory of all members);
(ii) Certificate of Registration with FBR and reflected on the Active Tax Payer List of FBR
(In case of JV mandatory of all members);
(iii) Certificate of Registration with KPRA for Sales Tax on Services (In case of JV
mandatory of all members);
(iv) Certificate on Judicial Paper to the effect that the Service provider is not blacklisted by
any provincial or federal public entity (In case of JV mandatory of all members);
(v) Initials on RFP, Services agreements and all its attachments as token of acceptance
of terms and conditions.
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SECTION 7 - EVALUATION
7.1 Responsiveness Criteria
7.1.1 Prior to evaluation of Proposals, TransPeshawar Company shall determine whether each Proposal is responsive to the requirements of the RFP. A Proposal shall be considered responsive only if: (a) the Proposal is received by the Proposal Submission Deadline; (b) the Proposal contains all the information in prescribed manner and on given formats (complete
in all respects) as requested pursuant to this RFP; and (c) the Proposal does not contain any condition or qualification.
7.1.2 TransPeshawar Company reserves the right to reject any Proposal which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by TransPeshawar Company in respect of such Proposal.
7.2 Evaluation
7.2.1 The responsive proposals shall be evaluated in accordance with requirement prescribed under qualification criteria. The responsive proposal meeting the qualification criteria as mentioned above shall be considered for comparison of financial offer. The quarterly payment submitted by the bidder shall be discounted at a rate of 12 % to get present value on bidding date. Bidder with highest present value of Financial bid / offer shall be determined as winning bidder and considered for award of contract.
7.3 Information
7.3.1 Any information contained in the Application shall not in any way be construed as binding on TransPeshawar Company, its agents, successors or assigns, but shall be binding against the Bidder if any contract is subsequently awarded to it under the Bidding Process on the basis of such information.
7.4 Clarification
7.4.1 TransPeshawar Company may, at its sole discretion, seek clarifications and ask for supporting documents from any Bidder regarding its Proposal. Such clarification(s) must be provided within the time specified by TransPeshawar Company for this purpose. Any request for clarification(s) and all clarification(s) must be sent by email, at the address specified in paragraph 5.5.1.
7.4.2 If a Bidder does not provide clarifications sought under paragraph 7.4.1 within the prescribed time, its Proposal may be rejected. In case the Proposal is not rejected, TransPeshawar Company may proceed to evaluate the Proposal by construing the particulars requiring clarification to the best of its understanding, and the Bidder shall be barred from subsequently questioning such interpretation of TransPeshawar Company.
SECTION 8 - GENERAL MATTERS
8.1 Responsibility of Bidders 8.1.1 Notwithstanding any information given in the RFP and any additional communication from
TransPeshawar Company, including supplemental notices and bid bulletins, it is the sole responsibility of any Bidder to:
(a) be fully acquainted with the laws, requirements, terms, and conditions of the Bidding Process; (b) examine all the bidding documentation, including all instructions, annexes, forms, schedules,
terms, specifications, and drawings; and
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(c) familiarize itself with all existing laws, decrees, acts, rules, and ordinances of Islamic Republic of Pakistan, whether national or local, which may affect the provision of the Required Services.
8.2 Confidentiality
8.2.1 Information relating to the examination, clarification, evaluation and recommendation for the Bidders shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor advising TransPeshawar Company in relation to or matters arising out of, or concerning the Bidding Process.
8.2.2 TransPeshawar Company shall treat all information submitted as part of the Proposal in confidence and shall require all those who have access to such material to treat the same in confidence.
8.2.3 TransPeshawar Company shall not divulge any such information, unless it is directed to do so by any statutory body that has the power under law to require its disclosure or to enforce or assert any right or privilege of the statutory body and/or TransPeshawar Company.
8.3 Proprietary Data
8.3.1 All documents and other information supplied by TransPeshawar Company or submitted by a Bidder to TransPeshawar Company shall remain or become the property of TransPeshawar Company.
8.3.2 Bidders must treat all information related to the Bidding Process as strictly confidential and must not use it for any purpose other than for preparation and submission of a Proposal.
8.3.3 TransPeshawar Company will not return any Proposal or any information provided along therewith. 8.4 Fraud and Corruption
8.4.1 It is TransPeshawar Company policy to require that procuring entities and employers (including beneficiaries of public funds), as well as Bidders, suppliers and contractors observe the highest standard of ethics during the procurement and execution of such contracts.
8.4.2 In pursuit of this policy, TransPeshawar Company: (a) defines, for the purposes of this provision, the terms set forth below as follows:
i. Coercion means harming or threatening to harm, directly or indirectly, persons, or their property to influence their involvement in the Bidding Process, or affect the execution of the Service Agreement.
ii. Collusion means a scheme or arrangement between two or more Bidders, with or without the knowledge of the government, designed to establish financial offers or prices at artificial, non-competitive levels.
iii. Corrupt Practice means the offering, giving, receiving, or soliciting, of anything of value to influence the action of a public official in the Bidding Process or in contract execution and includes inter alia bribery, extortion or coercion, which involves threats of injury to person, property or reputation.
iv. Fraudulent Practice means a misrepresentation of facts in order to influence the Bidding Process or the execution of a contract to the detriment of the procuring entity, and includes collusive practices among Bidders (prior to or after the submission of Proposals) designed to establish bid prices at artificial, non-competitive levels and to deprive the procuring entity of the benefits of free and open competition.
v. Restrictive Practice means any act, scheme, plan or agreement such as forming a group, clique, cartel, trust, syndicate, combine, pool and the like or arriving at any understanding or arrangement among Bidders, Consortium Members, Subcontractors, or the Affiliates of
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any of these entities, with the objective of restricting, subverting or manipulating a full and fair competition in the Bidding Process.
vi. Undesirable Practice means (i) establishing contact with any person connected with or employed or engaged by TransPeshawar Company with the objective of canvassing or lobbying or (ii) in any manner influencing or attempting to influence the Bidding Process.
(b) will exclude from the Bidding Process any Bidder found to be engaging or having engaged in
any Corrupt Practice, Collusion, Coercion, Fraud, Fraudulent Practice, Undesirable Practice or Restrictive Practice in competing for the provision of the Required Services; and
(c) will denounce to relevant authorities any Bidder found to be engaging or having engaged in any Corrupt Practice, Collusion, Coercion, Fraud, Fraudulent Practice, Undesirable Practice or Restrictive Practice in competing for the provision of the Required Service, which may result in the Service Agreement being cancelled and/or such Bidder incurring civil and criminal liability under the applicable laws and regulations and being declared ineligible, for a period of ten (10) years, to be awarded any public-funded contract in the Islamic Republic of Pakistan.
8.5 Governing Law and Rules 8.5.1 The provisions of Islamic Republic of Pakistan shall govern all matters relating to this RFP.
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Schedule 1
Business Structure (Individual/Sole Proprietor/Firm/company) Name of Bidder: ________________________________________________
Contact Information of Bidder:
Address
Website
Contact Person
Telephone
Fax
Email For and on behalf of (Name of Bidder: ________________________________)
(signature of Sole Proprietor or Authorized Representative)
______________________________________
(name, title and date)
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Schedule 2
Business Structure (JV/Consortium)
Name of JV/Consortium: _____________________________________________________
JV/Consortium Members
1st Member 2nd Member 3rd Member
Name
Percentage Interest in
the Consortium
Legal Status (individual/sole proprietor/ firm/company) also mention Lead or Partner
Notes: Insert columns as necessary to table above
Contact Information of JV/Consortium Members (the information shall be furnished by each consortium partner individually).
JV/Consortium Member
Address
Website
Contact Person
Telephone
Fax
JV/Consortium Member
Address
Website
Contact Person
Telephone
Fax
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For and on behalf of (Name of Bidder: ________________________________)
(signature of the Lead Sole Proprietor or Authorized Representative)
______________________________________
(name, title and date)
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Schedule 3
Proposal Submission Letter
To be submitted by the Bidder on official letter head
I, ________________(name), Pakistani, of legal age, with office address at ______________________________________________(address), as Sole Proprietor or Authorized Representative of ________________________________(name of Business/firm/company/ consortium), hereby certify for and on behalf of _______________________________(name of Business/firm/company/consortium) that:
__________________________ (name of Bidder) is bidding for the provision of the Required Services for Peshawar Sustainable BRT Corridor System and hereby submitting its Proposal, which shall remain valid and binding upon ________________________(name of Bidder) for a period of one hundred eighty (180) days from the Proposal Opening Date;
__________________________ (name of Bidder) confirms that all statements made and the information and documents provided in its Proposal, including statements made by all JV/Consortium Members, their Affiliates and proposed Subcontractors, are true and correct, and any misrepresentation or false statement made therein shall be a ground for its disqualification;
__________________________ (name of Bidder) authorizes TransPeshawar Company to conduct any inquiries or investigations to verify the statements, documents, and information submitted in its Proposal, and to seek clarification from its clients and bankers regarding any technical and financial aspects; __________________________ (name of Bidder) also permits third parties to supply information required to verify statements and information submitted in its Proposal;
__________________________ (name of Bidder) acknowledges the right of TransPeshawar Company to reject its Proposal and to cancel the Bidding Process at any time, without incurring any liability, and accepts all the terms and conditions of the Request for Proposals;
__________________________ (name of Bidder), including all JV/Consortium Members, their Affiliates and proposed Subcontractors, have not at any time during the Bidding Process engaged in any Corrupt, Fraudulent, Coercive, Undesirable, or Restrictive Practices, nor have a Conflict of Interest;
__________________________ (name of Bidder) waives any right to and shall not seek or obtain any restraining order, writ of injunction or prohibition or any other form of coercive judicial, quasi-judicial or administrative writ, process or issuance against TransPeshawar Company inconvenient the Bidding Process; and
__________________________ (name of Bidder) acknowledges that TransPeshawar Company is undertaking this Bidding Process in the performance of its functions to ensure the provision of a critical basic necessity and that, therefore, the provision of the Required Services is of paramount public interest and importance and that TransPeshawar Company will suffer serious and irreparable damage on account of any breach by __________________________ (name of Bidder) of these undertakings, and agree that the breach of these undertakings shall result in __________________________ (name of Bidder)’s automatic disqualification from the Bidding Process.
For and on behalf of __________________________ (name of Bidder)
(signature of Sole Proprietor or Authorized Representative)
______________________________________
(name, title and date)
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Schedule 4
Financial Offer
To be submitted by the Bidder on official letter head
I, __________________________ (name), Pakistani, of legal age, with office address at
__________________________ (address), Sole Proprietor or Authorized Representative of
__________________________ (Business/firm/company/ consortium), hereby declare for and on
behalf of __________________________ (name of Business/firm/company/ consortium) that:
1. __________________________ (name of Bidder) has examined the information provided in the Request for Proposals (including annexures) and the Service Agreement;
2. __________________________ (name of Bidder) has examined the properties (Advertising Spaces) and made all due diligence in estimation of revenue as well as costs envisioned under the Agreement;
3. __________________________ (name of Bidder) hereby submits its Financial Offer, for
undertaking the Service Agreement, which shall remain valid and binding upon (----------------------------------------------name of Bidder) for a period of one hundred eighty (180) days from the Proposal Opening Date; and
4. Total rent offered for three (03) years by __________________________ (name of Bidder)
is of an amount of (amount in words & integer) Pakistani Rupees.
Year Quarter
Rent for Street light poles for
display of (6x3ft) Aluminum/Steel
framed Streamers fixed at 10-15 ft.
height from ground level (As
per specification in Appendix A)
(QTY 250)
Rent for Double sided (Two-way traffic) Pillar
advertisement for display of (10x5ft)
Aluminium/Steel frames fixed at 10ft from
ground level (As per specification in
Appendix A) (QTY 100)
Rent for Digital Pole Streamer P-6 Outdoor SMD for
display (6x3ft) fixed at 10-15 ft.
height from ground level (As
per specification in Appendix A)
(QTY 60)
Rent for Double Sided (Two-way traffic)
Pedestrian Bridge Banner for display of
(50x3ft) Aluminum/Steel framed banner fixed
towards two-way traffic (As per specification in
Appendix A) (QTY 10)
1
1
2
3
4
2
1
2
3
4
3
1
2
3
4
Sub-Total
I II III IV
Grand Total (I+II+III+IV)
For and on behalf of ___________________________________(name of Bidder)
(signature of Authorized Representative)
______________________________________
(name, title and date)
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Schedule 5
Authority to Bid and Designation of Authorized Representative (partnership/corporation)
(Ignore submission in case the bidder is an individual/sole proprietor)
To be submitted by a Bidder which is a partnership or corporation
I, _______________________________(Corporate Secretary or equivalent officer), hereby depose and state that:
I am a citizen of the (Islamic Republic of Pakistan), of legal age and a resident of (Pakistan);
I am the duly elected (Corporate Secretary or equivalent officer) of _____________________(name of Bidder), a (corporation/partnership) organized and existing under and by virtue of the laws of (Pakistan);
At a regular/special meeting of the Board of Directors/Partners of the Firm, held on _____________________ (date) at _____________________ (place), in which meeting a quorum was present and acting throughout, the following resolutions were unanimously passed and approved:
That _____________________ (name of Bidder) be, and is, authorized to participate in the Bidding Process and to bid for the provision of the Required Services for TransPeshawar Company;
That _____________________ (name of Representative) be and is hereby appointed as the authorized representative of the Bidder during the Bidding Process, authorized to execute, sign, and receive documents for, and otherwise act in the name of, the Bidder; and
That any and all acts done and/or performed by _____________________ (name of Representative) under and by virtue of this resolution be, as they are hereby, confirmed and ratified.
These resolutions have not been revoked, amended or modified and remain valid and binding on the Bidder;
That the above resolutions are in accordance with the records of the Bidder.
For and on behalf of _____________________ (name of Bidder)
(signature of Corporate Secretary or equivalent officer)
___________________________________
(name, title and date)
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Schedule 6
Authority to Bid and Designation of Authorized Representative (JV/Consortium)
(Ignore submission in case the bidder is an individual/sole proprietor)
For a Bidder which is a JV/Consortium, to be submitted by each JV/Consortium Member
I, _____________________ (Corporate Secretary or equivalent officer), hereby depose and
state that:
I am a citizen of the (Islamic Republic of Pakistan), of legal age and a resident of (Pakistan);
I am the duly elected (Corporate Secretary or equivalent officer) of _____________________ (name of JV/Consortium Member), a _____________________ (corporation/partnership) organized and existing under and by virtue of the laws of (Pakistan);
At a regular/special meeting of the Board of Directors/Partners of the Firm/Company, held on _____________________ (date) at _____________________ (place), in which meeting a quorum was present and acting throughout, the following Resolutions were unanimously passed and approved:
That the Firm be, and is, through a Consortium consisting of the following Members and their respective nationalities and percentage interests in the Consortium, authorized to participate in the Bidding Process and bid for the provision of the Required Services for TransPeshawar Company;
Name of Consortium Member Nationality % Interest
(Insert rows as necessary)
That _____________________ (name of Authorized Representative) be and is hereby appointed as the authorized representative of the Firm, authorized to execute, sign, and receive documents for, and otherwise act in the name of, the Firm;
That the Firm/Company in the exercise of its interest in the Consortium hereby authorizes _____________________ (name of Authorized Representative) as representative of the Consortium during the Bidding Process for the provision of the Required Services, and for such purpose shall have the authority to execute, sign and receive documents for, and otherwise act in the name of the Consortium; and
That any and all acts done and/or performed by _____________________ (name of Authorized Representative) under and by virtue of this resolution be, as they are hereby, confirmed and ratified.
These resolutions have not been revoked, amended or modified and remain valid and binding on the Firm;
That the above resolutions are in accordance with the records of the Firm. For and on behalf of (name of the Firm)
(signature of Corporate Secretary or equivalent officer)
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_________________________________
(name, date and title) Schedule 7
Affidavit of Integrity Pact
DECLARATION OF FEES, COMMISSIONS AND BROKERAGE ETC. PAYABLE BY THE SUPPLIERS/CONTRACTORS OF GOODS, SERVICES & WORKS
__________________________ [Name of Bidder] hereby declares its intention not to obtain or induce the procurement of any contract, right, interest, privilege or other obligation or benefit from Government of KPK (GoKPK) or any administrative subdivision or agency thereof or any other entity owned or controlled by it (GoKPK) through any corrupt business practice. Without limiting the generality of the foregoing, [Name of service provider] represents and warrants that it has fully declared the brokerage, commission, fees etc. paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any commission, gratification, bribe, finder’s fee or kickback, whether described as consultation fee or otherwise, with the object of obtaining or including the procurement of a contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoKPK, except that which has been expressly declared pursuant hereto. ___________________________ [Name of Bidder] certifies that it has made and will make full disclosure of all agreements and arrangements with all persons in respect of or related to the transaction with GoKPK and has not taken any action or will not take any action to circumvent the above declaration, representation or warranty. ___________________________ [Name of Bidder] accepts full responsibility and strict liability for making any false declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that any contract, right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall, without prejudice to any other right and remedies available to GoKPK under any law, contract or other instrument, be voidable at the option of GoKPK. Notwithstanding any rights and remedies exercised by GoKPK in this regard, [Name of service provider/operator] agrees to indemnify GoKPK for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to GoKPK in an amount equivalent to ten time the sum of any commission, gratification, bribe, finder’s fee or kickback given by [Name of service provider/operator] as aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoKPK.
_________________
Signature & Stamp
Subscribed and sworn to me this ________ day of _____ 2021
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Schedule 8
Comment Form
Name of Bidder: ________________________________________________
Individual Clarification Meeting requested: Yes / No Comment 1
Subject Location in RFP (clause and page number) Original wording in RFP Comment / motivation for amendment Suggested amended wording Comment 2
Subject
Location in RFP (clause and page number)
Original wording in RFP
Comment / motivation for amendment
Suggested amended wording
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APPENDIX A
ADVERTISING SPACES
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APPENDIX-A
ADVERTISING ITEM SPECIFICATION
ITEM # 1:
STREET LIGHT POLE STREAMER: (Light poles
assigned after Tehkal Payan station till the start of
Tehkal Bala station and in continuation from
University Town Junction to Karkhano Market
(excluding elevated portion)
• (Dimension: 6 X 3 ft (72 (H) X 36 (W)
Inches)
• Outer frame: 2 inches
• Corrosion Protection Aluminium/Steel
frame with thickness between 18 to 20
gauge.
• Shape: Rectangle
• Type: Non-Lighting
• Installation: Fixed Top and bottom
clamps.
ITEM # 2:
PEDESTRIAN BRIDGE BANNER: (Pedestrian
bridges assigned from Tehkal Bala to Hospital
chowk Station (excluding Mall of Hayatabad
station i.e., elevated))
• Dimension: 50 X 3 ft (600 (W) X 36 (H)
Inches)
• Corrosion Protection Aluminium/Steel
frame with thickness between 18 to 20
gauge. Angle iron for support between
the Banner frame and bridge railing
shall be 1.5 to 2 inches. Front panel
sheet for flex installation shall be at
least thickness of 28 gauge.
• Shape: Rectangle
• Type: Non- Lighting
• Installation: to be fixed at all corners
with the bridge railing for firm support.
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ITEM # 3:
PILLAR ADVERTISEMENT: (elevated bridge
pillars assigned for advertisement that are located
at multiple locations between Tehkal Payan to
Karkhano Market)
• Dimension: 10 X 5 ft (120 (H) X 60 (W)
Inches)
• Outer frame: 2 inches
• Corrosion Protection Aluminium/Steel
frame with thickness between 18 to 20
gauge.
• Shape: Rectangle
• Type: Non-Lighting
• Installation: Fixed from top and
bottom.
ITEM # 4:
DIGITAL POLE STREAMER (SMD): (Light Poles
for installation of SMD assigned from start of
Tehkal Bala Station to University Town Junction)
• Dimension: 6 X 3 ft (72 (H) X 36 (W)
inches)
• Application: Outdoor
• Tube Chip Colour: Full colour
• Pixel Pitch: 6mm
• Temperature: 35℃ - 50 ℃
• Video signal (with video processor):
AV, S-video, VGA, DVI, YPbPr, HDMI,
SDI, DP
• Colour and brightness Level:
Adjustable by software
• Control way: Computer, video-
synchronous, real-time, off-line,
wireless, internet etc.
• Installation: As per standard
mechanism
AGREEMENT FOR ADVERTISING SERVICES MANAGEMENT AT PESHAWAR BRT CORRIDOR
BETWEEN
TRANSPESHAWAR (The Urban Mobility Company)
and
[SERVICE PROVIDER]
SERVICE AGREEMENT
This Service Agreement is made on [Insert date] 2021
Between:
(1) TRANSPESHAWAR (THE URBAN MOBILITY COMPANY), a company incorporated with Security
Exchange Commission of Pakistan on 9 February 2017, with company registration number
0105691, whose registered office is at 1st Floor, KPUMA Building, Near Northern Bypass, G.T
Road, Peshawar, KPK, Pakistan (“TPC" which expression shall include its successors-in-interest
and permitted assigns);
And
(2) An Individual or Sole Proprietor with business name [●] and having CNIC [●] or a company/firm
incorporated in [●], with company registration number [●], whose registered office is at [●] (the
"Service Provider").
TPC and the Service Provider are individually referred to herein as a “Party” and collectively as the
“Parties”.
WHEREAS:
(A) TPC being a public sector company assigned with operations of BRT Project including its business
development and revenue enhancement. Now, it is required to put in place business strategies for
various advertising locations, which would best maximise the returns from those locations.
(B) TransPeshawar requires services and wishes to acquire it from a Service Provider who shall be
responsible for providing Advertising Management Services that include provision, installation,
operations and maintenance of advertising items and their technical specification mentioned in
Annex E at designated outdoor advertising locations across the BRT corridor mentioned in Annex
B, under the terms and conditions of agreement/ contract (hereinafter called the "Service
Agreement").
(C) The Service Provider agrees to use and utilize the locations for advertising purpose with the
advertising items (above mentioned) for promoting marketing ventures of its customers against
which the Service Provider would pay consideration/rents of quarterly payments in Pakistani
currency to TransPeshawar under the terms of the aforementioned agreement.
(D) the Service Provider agrees to commence its services once the contracts/ agreement between the
parties have been concluded and properly executed.
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and payments
hereinafter set forth, and other good and valuable considerations, TPC and the Service Provider agree as
follows:
PART A – GENERAL
1. Preliminary Matters
1.1 Definitions and Interpretation
1.1.1 The defined words and expressions set out in Clause 1 of Annex A (Definitions) hereof and the
provisions relating to the construction and interpretation of the Services Agreement set out in Clause
2 of Annex A (Interpretation) hereof shall apply to the Services Agreement.
1.2 Effect of this Service Agreement
1.2.1 The Parties hereby agree that this Service Agreement shall immediately be binding on them as of
the Effective Date.
1.2.2 TPC shall issue notice to Service Provider giving intimation of submission of quarterly advance rent
within 14 days of such Service Notice. Failure to deposit Quarterly advance rent, TPC shall have
the right to withdraw partial amount from Performance Guarantee equal to quarterly rent. Service
Provider is bound to replenish the Performance Guarantee within the stipulated time else TPC will
have the right to cease the contract or opt for other remedy as deemed appropriate.
1.2.3 Upon submission of Quarterly payment, TPC shall issue a Commencement Notice mentioning date
(Commencement Date) from which monthly rent will start. This date shall not be later than 14 days.
From the Commencement date the Service Provider shall manage and use the locations for the
purpose under the contract.
1.2.4 In the event of any inconsistency between the provisions of the body of this Agreement and the
Annexes, or between any of the Annexes, the conflict shall be resolved according to the following
descending order of priority:
a) Letter of Award;
b) the body of this Agreement, including Annex A;
c) Request for Proposal
PART B – LOCATION USE AND MAINTENANCE OBLIGATIONS
2. Advertising Location Use
2.1 TPC by signing this agreement shall indicate its consent to grant the Service provider, to use the
specified locations for services with the effect as of the Commencement Date or as mentioned
otherwise.
2.2 TPC permits the Service provider to use the Locations for the term specified in Clause 2.2
(Commencement and Term) of this agreement. The Service Provider cannot require TPC to grant
the rights to any 3rd person other than the Service Provider.
2.3 The Service Provider hereby agrees to use the Locations in accordance with the terms and
conditions of the Service Agreement and the Applicable Laws, including all applicable labor,
environmental and health and safety regulations.
2.2 Commencement and Term:
2.2.1 Notwithstanding the Effective Date, the Service Provider shall commence using the Locations on
the Commencement Date and shall continue using the Locations for the initial period of [three (3)
years] (the "Initial Term"), unless this agreement is terminated earlier in accordance with the
termination provisions hereof.
2.2.2 The Initial Term shall be renewed for a renewal term of [one (1) year] or such other period, unless
at least thirty (30) days prior to the expiry of the Initial Term, either Party gives the other Party
a written notice of its intention not to renew this agreement.
2.2.3 Notwithstanding anything to the contrary herein contained, the Service Provider shall only
commence using the specified Locations upon payment of the consideration deposited through
applicable and acceptable bank instrument in the name of CEO TransPeshawar for advance
quarterly payment calculated based on Annex C (Rent and Rent Deposit Account) of this agreement.
3. Hand-over of the Locations
3.1 At the time of the hand-over of the Locations, the Service Provider and TPC shall jointly carry out
an inspection of the Locations. The state of the Locations shall be recorded in writing and that record
shall be signed by TPC and the Service Provider.
3.2 The Service Provider acknowledges that prior to the Effective Date, TPC has given the Service
Provider the opportunity to inspect, survey and carry out investigations as to the condition of the
Locations, and the Service provider accepts the condition of the Locations.
3.3 TPC and Service Provider shall also sign joint electricity meter reading of the Locations, if applicable.
4. Advertising Services Management:
4.1 The Service provider agrees and undertakes:
(a) not to use the Advertising Locations other than as agreed in the agreement;
(b) to keep the Advertising Locations clean, tidy and clear of rubbish.
(c) to make sure that the Advertising Locations are properly maintained in accordance with the
terms set out in the Services Agreement;
(d) at all times during the term of this Service Agreement, to ensure that the Advertising Locations
are kept in a state of good repair and in a satisfactory operational condition and are maintained in
accordance with the provisions of this Service Agreement;
(e) to get permission or get licence or approval from district, town, any other government agency
along with payment of their charges, fees, taxes etc.
(f) to keep detailed maintenance and repair records for the duration of this Service Agreement. TPC
shall be entitled to audit such records upon giving the Service Provider no less than twenty-four
(24) hours' notice;
(g) not to make any fixation of advertisement, repairs, alterations or changes in the operation hours
i.e., 5AM to 11:59PM, apart from repairs, alterations or changes which do not interrupt BRT
Services. In addition, prior approval from TPC is required to access the BRT corridor.
(h) not to make or allow to be made any alterations or additions whatsoever (including external,
internal, structural or non-structural) to the Advertising Locations, including electrical, mechanical
and plumbing installations, without TPC's prior written approval. Permission for installation
mechanism is mandatory requirement;
(i) not to do or permit to be done on the Advertising Locations anything which is illegal or which
may be or become a nuisance (whether actionable or not), annoyance, inconvenience or
disturbance to TPC or to Service Provider or any owner or occupier of neighbouring properties;
(j) to organise the provision of and payment for all services in connection with the Advertising
Locations, including insurance, assessments, utility charges, rates, all repairs and services;
(k) to refrain from interfering with the electrical or plumbing serving the Advertising Locations,
except as may be strictly necessary to enable the Service Provider to carry out its obligations of
maintenance and repair under this Service Agreement;
(l) not to cause or permit to be caused any damage to (i) the Advertising Locations, the Properties
or any neighbouring properties; and (ii) any property of the owners or occupiers of the Advertising
Locations or any neighbouring properties;
(m) not to obstruct entrances and exits of the Advertising Locations, make them dirty or untidy or
leave any rubbish on them;
(n) to comply with the Applicable Law and with any recommendations of the relevant
suppliers/agency relating to the supply and removal of electricity, gas, water, sewage,
telecommunications and data and other services and utilities to or from the Advertising Locations;
(o) to observe any occupancy rules and regulations TPC makes and notifies to the Service Provider
from time to time governing the Customer's use of the Advertising Locations;
(p) to leave the Advertising Locations in a clean and tidy condition and to remove the Customer's
equipment and goods from the Advertising Locations at the end of the term of the Service
Agreement in accordance with the provisions of the Service Agreement;
(q) to indemnify TPC and keep TPC indemnified against all losses, claims, demands, actions,
proceedings, damages, costs, expenses or other liability in any way arising from: (i) this Service
Agreement; (ii) any breach of the Service Provider’s undertakings contained in this Clause 4.1;
and/or (iii) the exercise of any rights described in Clause 2 (Advertising Location Use) of this Service
Agreement;
(r) to ensure the Advertising Locations are thoroughly secured and arrange and manage security
for the Advertising Locations, as approved by TPC;
(s) shall be responsible for removing of illegal streamers, posters or other material in area handed
over for advertisements and shall take necessary measures to stop or remove unauthorized
banners, streamers or such deemed to be inappropriate by TPC;
(t) shall remove any obstruction within 15 minutes which hinders safe bus operation and such
prescribed time for unauthorized or inappropriate banners, steamers. If not removed with such
prescribed time, TPC will remove at cost and risk of Service Provider.
(u) to ensure display of content at all times. In case the Service Provider does not have any
replacement advertisement/content, it may be substituted by displaying public service content after
approval from TPC;
(v) agrees to allow free of cost 20% airtime (calculated on monthly basis) to display advertisement
content regarding awareness of bus operation or government awareness campaigning videos.
Political videos shall be mentioned as “Paid Content” where required;
(w) to allow Government based social welfare campaigns or awareness drives free of cost;
4.1.1 Centralized Control System and Field Monitoring:
(a) Service Provider will be responsible for providing and installation of fiber Optic cable to SMD’s.
The Service Provider should provide design proposal to TPC for approval prior to installation of
SMD’s which indicates the complete layout/design of end-to-end connectivity of fiber optic cable
with SMD’s. further the Service Provider will be responsible for opening and closing of man hole
for such purpose. TPC will provide free access to conduit only. The Service Provider will ensure
the establishment of fiber optic communication between all advertisement points and the
operational control centre for centralized management of the advertisement system.
(b) To provide and fulfil all network requirements with regards to hardware and software, a solution
that shall be compatible with the already deployed network of BRT. The hardware requires are;
i) Servers (Level 3); ii) Switches (Layer 3, POE and 24 port Gigabit); iii) Storage (NAS or SAN) and
iv) Computer with content management system.
(c) All hardware and software shall be approved from TPC prior to procurement.
(d) All licenses should be provided for a lifetime including Servers. Additionally, the Service Provider
shall be responsible for providing the security management hardware and software to ensure the
security of the network and services. It is also important that the Service provider provides
hardware/software which shall be compatible with Level 3 Datacentre.
(e)The hardware and software once provided under this clause shall be the property of
TransPeshawar.
(f) Provide at least two (2) human resources/staff members (7 days a week) stationed permanently
at TPC office one per shift to perform functions/duties relevant to the assignment. This staff shall
be capable of design of media content, public service messages etc related to bus operation and
perform such other functions as assigned by TransPeshawar.
(g) Agree to provide two staff per shifts (7 days a week) as facility management staff to work in field
related to advertisements services and should perform other such functions assigned by
TransPeshawar.
4.2 Service Provider shall maintain the following standards at each Advertising Location:
a) All advertisement locations shall be installed with uniform dimensions and sequence as
approved by TPC mentioned in Annex E;
b) Service Provider will responsible to paint surfaces to clear any debris, rust, wall chalking etc
prior to installation of any item and during the term of the contract. Frame, clamps etc. shall
always be in good condition.
c) Service provider shall ensure installation of items in a way that does not obstruct camera
surveillance/footage etc. along the corridor. The location of streamer shall be approved from
TPC prior to installation.
d) Service Provider shall not encroach corridor for installation, maintenance and replenishment of
advertising material without prior approval from TPC;
e) Depute employee permanently during operation hours for removal of any obstructions along
the corridor within 15 minutes response period which effects bus operations. Such instructions
may be issued via SMS, email or message etc;
f) Service Provider shall not interrupt or take such any actions without TPC approval such as
power connections, installation in corridor etc;
g) Service Provider shall make sure to restore or maintain TPC property immediately to original
position, if disturbed by Service Provider;
h) to keep the advertising locations clean, tidy and clear of rubbish;
i) Shall not allow any advertising content which are prohibited under the Law or local culture and
ethical standards or controversial content;
j) Service Provider shall not do such act or actions which harm passengers of TPC and bus
operation;
k) Service Provider in no way shall deal or discuss or interrupt with other contractors of respective
BRT operation.
l) The Service Provider shall ensure compliance of Supreme Court of Pakistan’s orders (Annex-
F) and other laws, rules and regulations governing the outdoor advertising business, issued
from time to time.
Notwithstanding anything contained in any other provisions of the Service Agreement or its
Annexes; employees, staff members, agents, assignees, labor, worker etc. whether formal or
informal being applied for a task or work to do by the Service provider in the performance of its
functions. The Service Provider would be responsible and liable for the cost and compensation
against any harm, damage, and interference done to BRT Transit System by the aforementioned
individuals or persons.
4.3 TPC shall for the purpose of Advertising Service shall:
a) Be entitled to conduct unscheduled inspections of the Locations to ensure that they continue
to be in compliance with the Service Agreement including laws and are in satisfactory
operational condition (fair wear and tear excluded). If the Locations are found not to be in
compliance with the conditions of agreement or in unsatisfactory condition, TPC shall
immediately inform the Service provider and shall, within two (2) weeks, effect the required
compliance including repairs/maintenance at its own cost;
b) Disconnect electricity, if the Service Provider fails to pay electricity bills in accordance with the
agreement or Service Provider failed to pay or delayed the quarterly payment;
c) Impose Liquidated damages @ Rs. 5000 per instance for any violation of the Contract as per
with maximum up to 10% of the monthly contract value which may adjustable/deducted against
mentioned Performance Security;
d) Recover or demand costs from Service Provider for damages caused to TPC assets;
e) Be entitled to issue notices to Service Provider for upkeep of the locations and in accordance
with the agreement and maintain standards of Advertisement; and
f) Have the right to issue protocols / procedures for use of pathway or other regulation to use
pathway in the BRT Corridor.
g) TPC with the consent of Service Provider may assign additional locations which can increase
location quantities up to 100% of the existing location quantities at any time during the term of
agreement. The payment for additional quantities will be based on pro-rata basis for the
respective item(s); and
h) During the term of contract in cases where TPC considers the removal of any of the mentioned
Advertisement items due to operational or whatsoever reason, the contract payment will be
adjusted/reduced accordingly.
5. Co-operation with Other Contractors
5.1 Where interaction between the Service Provider and any Other Contractors/Service Providers is
required in accordance with this Agreement, in practice or in accordance with a Service Notice or
Protocol, for the efficient and effective operation of the BRT system, the Service Provider shall co-
operate with Other Contractors/Service Providers and shall take such reasonable steps as may
be required to formulate the necessary operating procedures and practices by agreement with
Other Contractors, in accordance with the Service Notice or Protocol, as the case may be.
5.2 Should the Service Provider and Other Contractors fail to reach an agreement as contemplated in
clause 5.1, TPC shall be entitled to issue a Protocol to regulate their interaction or make a final
determination in the event of a dispute between them, as the case may be.
5.3 In all event, notwithstanding the provisions above, TPC shall at all times be entitled to issue
Protocols regulating the interaction between the Service Provider and Other Contractors/Service
Providers.
5.4 The Service Provider shall be obliged to follow and implement such Protocols, which, in the event
of a conflict, shall supersede any agreement between the Service Provider and Other Contractors
in accordance with clause 5.1 above.
PART C – FINANCIAL MATTERS
6. Rent
6.1 The amount of Quarterly Rent shall be as per Annex C.
6.2 As consideration the Service Provider shall affect the Rent to TPC on quarterly basis as per
condition of contract. The Rent shall (i) be payable, one month in advance at the start of each
quarter; (ii) be paid to TPC through cheque or call deposit in favour of “Chief Executive Officer
TransPeshawar” or any other payment method agreed by TPC, without deductions, bank charges,
set-off or exchange and exclusive of all charges including Government Taxes.
6.3 Upon such payment of the Rent, the Service Provider shall furnish TPC with documentary proof,
reasonably satisfactory to TPC, of having affected the same.
6.4 In the event that the Rent due and owing by the Service Provider to TPC under this agreement is
not paid promptly on due date, then such overdue amount shall, without prejudice to any other
rights or remedies which may vest in TPC, attract interest at the SBP interest rate plus three (3)
percent, from due date to date of payment. For the purposes of this Clause, "SBP interest rate"
means the benchmark interest rate of the State Bank of Pakistan.
6.5 In case of delay of quarterly Rent payment beyond two months from the date due for payment, TPC
reserves the right to liquidate Performance Security by an amount equal to quarterly payment plus
liquidated damages mentioned in Clause 6.4 above.
7. Taxes, Duties and Fees
7.1 To the extent that the use of the Locations pursuant to this agreement is taxable, the Service provider
agrees to bear all taxes, charges, duties and/or tariffs under Local and/or National Laws, except
income tax on rent received by TPC from the service provider. In respect of income tax, all
requirement related to the Income Tax Ordinance and respective rules should be complied with by
the service provider. The Service Provider shall be responsible for assessment and payment of
taxes, charges, fee etc. regarding advertisement services to district, town or any other government
agency.
8. Utilities
8.1 The Service Provider shall be liable to pay to TPC a fix amount of Rs: 233,178/-* per month for 60
SMD units; on account of electricity consumption. Electricity Bill calculation is carried out on the
assumption that each SMD shall be rated power 250Watts and shall remain operational for 18 Hours
per day. In case any variation in operational hours or SMD wattage, both parties shall mutually
finalize the electricity consumption charges as per following:
= Applicable per unit rate for Commercial facility as per NEPRA plus Generator fuel adjustment
charges @ Rs.3 per unit X KW of the SMD unit X No. of SMD units X operational hours X 30
days + applicable GST= [24.5 (Unit Rate (3) + NEPRA Rate (21.5) X 60 (SMD Units) X 0.25
(Unit KW) X 30 (Days) X 18 (No. of Hours)] X 1.175 (GST).
The total electricity consumptions will be updated as per changes in fuel adjustment rate, NEPRA
rate, No. of SMD’s, change in rated power of SMD and GST only.
8.1.1 This option requires modification in existing street light circuitry which shall be the responsibility of
the Service Provider and the cost involved shall be borne by Service Provider. The operational
hours may be changed if the SMD operations are linked with TPC energy plan of street lights. In
this case light circuit modification shall not be required.
8.1.2 The cost and risk of permission from government agency for advertisement services will rest with
the Service Provider.
8.2 Alternatively, TPC shall allow the Service provider to install calibrated/PESCO approved KWH Check
meter(s) and associated cabling required for the SMD throughout the stretch at their own risk and
cost. In this situation the Service Provider will be responsible for opening and closing of manhole
covers, cable pulling, conduit clearing or any additional work related to the agreement. Consumption
charges may be calculated as per aforementioned formula. Applicable per unit rate for Commercial
facility is as per following formula:
= Applicable per unit rate for Commercial facility as per NEPRA plus Generator fuel adjustment
charges @ Rs.3 per unit X Total units consumed X applicable GST= [24.5 (Unit Rate (3) +
NEPRA Rate (21.5) X Total units consumed] X 1.175 (GST)
The total electricity consumptions will be updated as per changes in fuel adjustment rate, NEPRA
rate, and GST only.
8.3 TPC shall do its best provide uninterrupted power supply from PESCO and Generator provided at
stations. Service Provider shall be responsible to pay for electricity charges consumed as per above
Clause 8.1.
PART D – BREACH AND TERMINATION
9. Breach and Termination
9.1 If the Service Provider commits a material breach of this agreement/ contract and fails to remedy the
breach within fourteen (14) days after receipt from TPC of a notice calling upon it to do so or such
other time as specified by TPC or agreed by the Parties, then TPC shall be entitled, in addition to and
without prejudice to any other right it may have under the Applicable Law or in accordance with this
agreement, to seek specific performance of this agreement/ contract or to terminate the Service
Agreement on notice to the Service Provider and in either event, to recover such damages and losses
as it may have sustained, In addition to disconnect the electricity and other utilities.
9.2 For the purposes of this Agreement, a material breach shall be if the Service Provider:
(a) commits a material breach under the Service Agreement; or
(b) delegates or sub-contracts this Service Agreement/ contract or part thereof in contravention
of the provisions hereof; or
(c) abandons the Locations or any of its obligations under this agreement; or
(d) consistently fails to observe any provision of this agreement/ contract (despite being given
notice in relation thereto); or
(e) is liquidated, placed under business rescue or is sequestrated (whether provisionally or finally
and whether voluntary or compulsorily); or
(f) effects a general compromise with its creditors or any other arrangement with its creditors,
necessitated by the inability of the Service provider to pay its debts; without informing TPC of
its financial viability effecting Service Providers function as per contract.
(g) delayed quarterly payment for three months; or
(h) or customers of the said Locations interrupts bus operation, interfere or attempts to do so or
attempts to restrict entry of passengers to stations; or
(i) fails to observe or follow of TPC instructions issued under the agreement after issuance of
three notices within a month on same issue; or
(j) sign an agreement with third party beyond contractual period.
9.3 TPC may at any time without prejudice to any other right it may have under the Applicable Law or
in accordance with this agreement, terminate this Service Agreement immediately upon notice to
the Service Provider if the Service Agreement expires or is terminated.
9.4 In the event of termination or expiration of the Service Agreement:
(a) TPC shall be entitled to immediately take possession of the Locations and the Service provider
shall be required to do all things necessary to this effect, including dismantling of all
structures/frames from Locations;
(b) the Service Provider shall promptly cause the necessary repair or replacement as per recorded
inspection survey to be affected to the Locations at the Service provider's own expense; and
(c) any Locations, equipment or other Service Provider's property not removed within ten (10) days
after the termination date will be removed by TPC and the costs thereof will be adjusted from the
Service provider's account and will be due and payable upon presentation of a relevant invoice.
Further, the Service Provider shall be considered as an illegitimate possessor of the Locations and
shall be liable for the Rent charged at three (3) times the minimum Rent, for every month that such
Locations, equipment or other Service provider's property remain at the Locations.
9.5 The Service Provider acknowledges that this agreement shall be terminated immediately upon
notice to the Service Provider if the Service Agreement expires or is terminated, unless the Parties
agree otherwise in writing. The Service Provider further waives its statutory rights in connection
with its right to occupy the Locations at the end of the termination period contained in the
agreement.
PART E – MISCELLANEOUS MATTERS
10 No warranties for use or condition
10.1 The Service Provider acknowledges that it does not rely on, and shall have no remedies in respect
of, any representation or warranty (whether made innocently or negligently) that may have been
made by or on behalf of TPC before the date of this agreement as to any of the matters mentioned
in Clause11.1 or Clause 11.2 above.
10.2 TPC gives no warranty that the Locations will earn the amount estimated by Service Provider and
Service Provider shall do such due diligence at its own cost and risk.
11. Limitation of TPC's liability
11.1 Subject to Clause 12.2 below, TPC is not liable for:
(a) the death of, or injury to the Service Provider, its employees, agent, customers or invitees to
the Locations; in terms of compensation or others.
(b) damages to any property of the Service Provider or that of the Service Provider's employees,
customers or other invitees to the Locations; or
(c) any losses, claims, demands, actions, proceedings, damages, costs or expenses or other
liability incurred by Service Provider or the Service Provider's employees, customers or other
invitees to the Locations in the exercise or purported exercise of the rights granted by Clause
2 (Site Use) of this agreement.
(d) Within the scope of the service provider’s responsibilities on the ground and/or in the
implementation of this contract because of service provider’s negligence if there is any
harm/damage to TPC property, service provider shall be liable to repairs or bear the
expenses or any other damages.
12. Dispute Resolution
12.1 Disputes
For the purposes of this Clause 13, the term “dispute” shall be interpreted in its widest sense and
shall include any dispute or difference in connection with or in respect of the conclusion or existence
of this Agreement, the carrying into effect of this Agreement, the interpretation or application of the
provisions of this Agreement, the Parties’ respective rights and obligations in accordance with and
arising out of this Agreement or the validity, enforceability, rectification, termination or cancellation,
whether in whole or in part, of this Agreement. Save as otherwise provided for in this Agreement,
any dispute between the Parties arising in connection with this Agreement shall be resolved in
accordance with the provisions of this Clause 13.
12.2 Resolution by Chief Executives
Any dispute arising in connection with this Agreement may be referred by either Party to the chief
executive of the Service provider and the chief executive of TPC (or such other senior executives
as the relevant Party may determine) who shall attempt to resolve the matter within fifteen (15)
Business Days of the dispute being so referred to them or within such other time as may be agreed
between the Parties.
12.3 Arbitration
If the Parties are unable to resolve the dispute pursuant to Clause 13.2 above, either Party shall
refer a dispute to arbitration in accordance with this Clause 13.3 by notifying the other Party in
writing of its intention to do so. In case the matter is taken to the arbitration both of the parties will
nominate their arbitrators representing from their side and Managing Director Khyber Pakhtunkhwa
Urban Mobility Authority (KPUMA) will be the umpire to the arbitrating body.
12.3.1 The arbitration proceedings shall be carried out under the procedures, rules and
regulations of Arbitration Act, 1940 and its successors, and such procedures, rules
and regulations shall be deemed to be incorporated into this Clause 13.3 by reference.
12.3.2 The seat of the arbitration shall be Pakistan and all arbitration hearings shall be held
in Peshawar unless otherwise agreed in writing by the Parties.
12.3.3 Unless otherwise required by TPC, such arbitration shall be conducted in the English
language and the award of any arbitrator or arbitral panel, together with the reasons
for the determination, shall be written in the English language.
12.3.4 Unless otherwise required by TPC, all evidence, submissions or documents
presented at the arbitration in a language other than in the English language shall be
accompanied by a simultaneous English language translation thereof, if oral, or if
written, a certified English language translation.
12.3.5 The arbitrator or arbitral panel shall have full jurisdiction to open up, review and revise
any determinations, decisions or findings in relation to the dispute.
12.3.6 The obligations of the Parties shall not be ceased by reason of the arbitration being
conducted during the duration of the Agreement.
12.3.7 Any monetary award in any arbitration shall be denominated and payable in PKR.
12.3.8 The Parties agree that all interim or final decisions and/or awards of the arbitrator or
arbitral panel shall: (i) be binding on the Parties and shall be given effect and
implemented forthwith by them; and (ii) be subject to the confidentiality restrictions in
this Agreement and except as provided by agreement between the Parties, may not
be publicised or otherwise disclosed provided always that nothing in this Clause shall
prevent either Party from applying to any court of competent jurisdiction to enforce
the award.
12.3.9 The Parties hereby expressly agree irrevocably to waive all rights and recourse to
appeal or challenge, and neither Party shall request the local courts to open up, revise
or review, the final award of the arbitrator or arbitral panel save and except in the
specific instances set out in Arbitration Act, 1940.
12.3.10 Reference of a dispute to arbitration shall not in any way vitiate nor invalidate the
Agreement and the Service provider shall proceed with its obligations under the
Agreement with all due diligence.
13. Force Majeure
13.1 For purposes of this clause, “Force Majeure” means an event beyond the control of the Service
provider and not involving the Service provider’s fault or negligence and not foreseeable. Such
events may include, but not restricted to, act of TPC in its sovereign capacity, wars or revolutions,
fires, floods, epidemics, quarantine restrictions, and freight embargoes recognized and declared
by the political governments i.e., Federal and Provincial Governments.
13.2 That before or after the effect of the aforementioned declarations by the governments, TPC and
service provider with their maximum efforts attempt to perform their obligations and coordinate their
limitations and restrictions due to force majeure through timely notices. It is also important to notify
and inform TPC about the inability of the Service Provider to perform its functions partially or
completely and duration shall be mentioned in the said notice or information so that TPC would be
able to arrange alternate course of action which shall not be less than thirty (30) days. Further in a
condition of where the duration of Force Majeure and its cause remains for limited time, the service
provider would be liable to get back to his function subject to TPC prior approval.
13.3 The Service Provider shall not be liable for penalties or termination for default if and to the extent
that it’s delays in performance or other failure to perform its obligations under the Contract is the
result of an event of Force Majeure.
13.4 The Service provider shall continue to perform its obligations under the Contract as far as is
reasonably practical, and shall seek all reasonable alternative means for performance not
prevented by Force Majeure event.
14. Communication
14.1 Wherever the Agreement provides for the giving or issuing of approvals, consents, notices or
requests, these communications shall be:
14.1.1 in writing and delivered by hand (against receipt), sent by registered mail or courier,
or transmitted using any of the systems of electronic transmission agreed between
the Parties, including scanned and emailed letters [followed by registered mail]; and
14.1.2 delivered, sent or transmitted to the following address or email address (as applicable)
for the recipient's communications:
In the case of TPC:
[Address]
Attention:
[Email]; and
In the case of the Service provider:
[Address]
Attention:
[Email];
14.1.3 provided that: (i) any oral communications shall not become binding upon the Party
to whom they are given until they are confirmed in writing; (ii) if the recipient gives
notice of another address, communications shall thereafter be delivered accordingly;
and (iii) if the recipient has not stated otherwise, it may be sent to the address from
which the communication was issued.
14.2 Any communication addressed in accordance with Clause 12.1 which has been sent by:
14.2.1 registered mail shall be deemed to have been received within [fourteen (14)] days
after the same shall have been posted and, in proving such service, it shall be
sufficient to produce a registered mail receipt confirming the correct postage address
of the addressee in accordance with Clause 14.1; and
14.2.2 electronic mail shall be deemed to have been received on the day of dispatch if
dispatched prior to 17.00 hours Pakistan time, but otherwise on the next Business
Day, provided that receipt shall not be taken to have occurred if the sender receives
an automated message indicating that the email has not been delivered to the
recipient.
15. Change in Law
15.1 The Service Provider acknowledges and agrees that it shall take full risk and responsibility for a
Change in Law occurring. Notwithstanding the foregoing, if a Change in Law occurs or is imminent
that affects the rights and obligations of the Service provider under this agreement, the Service
Provider shall notify TPC within fourteen (14) days of the date of such Change in Law occurring or
(if earlier) coming to the attention of the Service provider, and the Parties shall discuss the effects
of the Change in Law and endeavour to arrive at a resolution.
15.2 Any resolution reached between the Parties shall be recorded in writing and such record shall be
signed by both Parties.
16. Remedies
16.1 No remedy conferred by this agreement is intended to be exclusive of any other remedy which is
otherwise available at law, by statute or otherwise. Each remedy shall be cumulative and in addition
to every other remedy given hereunder or now or hereafter existing at law, by statute or otherwise.
The election of any one or more remedy by any of the Parties shall not constitute a waiver by such
Party of the right to pursue any other remedy.
17. Confidentiality
17.1 Each Party shall at all times keep in confidence the Confidential Information of the other Party
which it may acquire for the purposes of or in connection with this agreement (whether prior to or
after the Commencement Date) and shall not use or permit the use of such Confidential Information
and shall procure that its employees shall not use the Confidential Information, for any other
purpose and shall not disclose such Confidential Information to any third party.
17.2 Notwithstanding Clause 17.1 above, a Party may disclose the Confidential Information of the other
Party to such former Party’s employees or authorised representatives to the extent that such
employees or authorised representatives need to know the Confidential Information and shall
ensure that such employees or authorised representatives are aware of and comply with, the
confidentiality obligations contained in this Clause 17.
17.3 Each Party shall take all such steps as may be reasonably necessary to prevent the Confidential
Information of the other Party from falling into the hands of an unauthorised third party.
17.4 The Service Provider shall not make any comments to the media relating to this agreement and
any related matter nor shall it respond to any queries from the media without the prior written
approval of TPC.
18. Severance
18.1 In the event that any provision of the Service Agreement is held by any judicial or other competent
authority to be illegal, invalid or unenforceable that provision shall be severed to the extent
necessary to make the agreement enforceable, and it shall not affect or impair the validity, legality
or enforceability of any of the other provisions of the agreement.
19. No agency
19.1 No provision of this agreement shall be construed as constituting an agency, partnership, or joint
venture between the Parties and neither Party shall have any express or implied intention to bind
the other Party in any way or to represent the other Party unless specifically provided to the contrary
in this agreement.
19.2 The Service Provider is an independent contractor performing this agreement. The Service
Provider and his employees/staff is not an employee or agent of TPC.
20. Corruption and Fraud
20.1 The Service Provider warrants that in entering into the Service Agreement it has not committed any
Prohibited Act.
20.2 In the event that the Service Provider is contacted by a Public Official requesting or suggesting that
the Service provider act in a manner which would constitute a Prohibited Act, the Service Provider
shall immediately provide TPC in writing with full details of the request (including the identity of the
Public Official making the request).
20.3 Without prejudice to Clause 20.2 above, the Service Provider shall ensure that its staff undertaking
activities in connection with the agreement are subject to similar obligations to those set out in this
Clause 20 and the Service Provider shall enforce such obligations.
20.4 In the event that the Service provider fails to comply with the requirements of this Clause 20, TPC
shall be entitled to terminate the Service Agreement pursuant to Clause 10 (Breach and
Termination) of the agreement.
21. Entire Agreement
21.1 This Service Agreement constitutes the entire agreement between the Parties in relation to all
matters contained herein, including all understandings, rights, responsibilities, duties and
obligations and supersedes all prior arrangements, representations, communications, negotiations,
agreements and contracts (whether written or oral) made between or entered into by the Parties
with respect thereto prior to the Effective Date. None of the Parties shall have any claim or right of
action arising from any undertaking, representation or warranty not included in this agreement.
22. No stipulation for the benefit of a third person
22.1 Save as is expressly provided for in this agreement, no provision of this Service Agreement
constitutes a stipulation for the benefit of a third person which, if accepted by the person, would
bind any Party in favour of that person.
22.2 Notwithstanding any other provisions there is no third person liability on TPC directly or indirectly
in the implementation of services as per agreement. Otherwise, Service Provider would be liable
for the interests and cost claimed by the third person.
23. No representations
23.1 A Party may not rely on any representation which allegedly induced that Party to enter into this
agreement, unless the representation is provided in this agreement.
24. Amendment
24.1 Except as set out elsewhere in this agreement, no modification, amendment, addendum or variation
to the agreement shall be effective or binding, unless it (i) is made in writing; and (ii) expressly sets
out the modification, amendment, addendum or variation to the agreement; and (iii) refers to the
Service Agreement; and (iv) is signed and dated by an authorised representative of each Party.\
25. Indulgences
25.1 The grant of any indulgence, extension of time or relaxation of any provision by a Party under this
agreement shall not constitute a waiver of any right by the grantor or prevent or adversely affect
the exercise by the grantor of any existing or future right of the grantor.
26. General co-operation
26.1 The Parties shall co-operate with each other and shall each execute and deliver to the other Party
such other instruments and documents and take such other actions as may be reasonably
requested from time to time in order to carry out, evidence and confirm their rights and the intended
purpose of this agreement.
27. Governing law
27.1 This Service Agreement is to be governed, interpreted and construed in accordance with the laws
of the Islamic Republic of Pakistan.
28. Language
28.1 Unless expressly notified in advance by TPC, the primary language of the agreement shall be
English. All documents and communications issued between the Parties shall be in English. Unless
expressly notified in advance by TPC, all minutes of meetings shall be issued in English.
29. Independent advice
29.1 Each of the Parties hereby respectively agrees and acknowledges that: (i) it has been free to secure
independent legal advice as to the nature and effect of each provision of this agreement and that
it has either taken such independent legal advice or has dispensed with the necessity of doing so;
and (ii) each provision of this agreement (and each provision of the Annexes) is fair and reasonable
in all the circumstances and is part of the overall intention of the Parties in connection with this
agreement.
30. Good faith
30.1 The Parties shall, at all times, act in good faith towards each other and shall not bring the other
Party into disrepute.
31. Survival of rights, duties and obligations
31.1 The Surviving Provisions will survive termination or completion of the agreement.
31.2 In the event that the Service Agreement is terminated or completed, neither Party shall be liable to
the other Party except: (i) under the Surviving Provisions; or (ii) in respect of any breach of the
Service Agreement occurring before such termination or completion; or (iii) any rights or liabilities
between the Parties that were pre-existing as at the date of termination or completion.
32. Waiver
32.1 Subject to Clause 32.2 below, no relaxation, forbearance or delay by a Party in enforcing the
Service Agreement will prejudice, affect or restrict the rights, responsibilities, obligations, powers
or remedies of that Party nor shall any waiver by either Party of any such rights, responsibilities,
obligations, powers or remedies, or of any breach of the Service Agreement, be deemed to be a
waiver of any other right, responsibility, obligation, power or remedy, or of any later or continuing
breach of, the agreement.
32.2 Any waiver of a Party’s rights, responsibilities, obligations, power or remedies arising out of, under
or in connection with the agreement shall be in writing, dated and signed by the representative of
the Party granting such waiver, and shall specify the right, responsibility, obligation, power or
remedy and the extent to which it is being waived. No waiver of a breach of a term of the agreement
operates as a waiver of any other breach of that term, or of a breach of any other term, of the
Service Agreement.
33. Costs
33.1 Any costs, including all legal costs on an attorney and own client basis and taxes, incurred by a
Party arising out of or in connection with a breach by another Party shall be borne by the Party in
breach.
34. Assignment
34.1 The Service provider shall not cede, assign, delegate, novate, sublet, charge or transfer any of its
rights or obligations under the Service agreement, or any part of it, or any benefit or interest therein,
to any other person.
34.2 Notwithstanding anything to the contrary stated in this agreement, TPC shall be entitled, without
requiring the consent of the Service provider, to cede, assign, delegate, novate or transfer any
rights and/or obligations under this agreement to any third party.
35. Performance Security
The Service provider shall ensure that it maintains with TPC a valid and enforceable Performance
Security in shape of Bank Guarantee on a prescribed format (Annex D) or Demand Draft or Call
Deposit Receipt in favour of Chief Executive Officer TransPeshawar until the Service provider has
fulfilled all of its obligations under the Agreement. The Service provider shall have delivered to TPC
within 28 days of issuance of Letter of Award, the duly executed Performance Security to the
amount of 5% of the Total contract price (PKR) for the due and punctual fulfilment of all obligations
and due and punctual payment of all amounts which may at any time be or become owing by the
Service provider to TPC before commencement of Services. In case of Bank Guarantee it shall
have a term of [one (1) year] and shall be renewed or replaced no later than thirty (30) days before
its expiry. Such renewed or replacement of Bank Guarantee shall be delivered to TPC no later than
fifteen (15) days prior to the expiry of the existing Bank Guarantee. TPC shall return the previously
provided Bank Guarantee to the Service provider within ten (10) days of the receipt of the
replacement Bank Guarantee.
35.1 The Performance Security shall be issued by a scheduled bank of Pakistan, as approved by TPC.
35.2 If the Service provider fails to provide TPC with a replacement Bank Guarantee as required under
this Agreement, TPC may (without prejudice to its other remedies) immediately liquidate all or part
of the Bank Guarantee.
35.3 If the Performance Security is partially liquidated, the Service provider is obliged to replenish the
Performance Security in full within seven (7) days of the date of any liquidation thereof. If the
Service provider fails to replenish the Performance Security in accordance with this Clause, this
shall constitute a breach of this Agreement and TPC shall be entitled to liquidate the remainder of
the Performance Security and terminate this Agreement pursuant to Clause 10 [Breach and
Termination] of this Agreement.
35.4 The Service provider shall not be entitled to set-off against the Performance Security any amount
payable by it under the terms of this Agreement.
35.5 Subject to the fulfilment by the Service provider of all of its obligations under this Agreement, the
Performance Security shall be released by TPC within thirty (30) days after the Termination Date.
35.6 All fees, taxes and expenses associated with preparing, providing, issuing, extending, replacing,
replenishing or stamping (if applicable) of the Performance Security shall be borne by the Service
provider.
This Service Agreement has been executed on the date stated at the beginning of this agreement.
Signature and Seal for and on behalf of TransPeshawar: Signature and Seal of Service Provider:
_______________________ _________________________
Name of Authorized Representative Name of Authorized Representative
Witness # 1: Witness # 2:
_____________________ _______________________
Name: Name:
CNIC: CNIC:
ANNEX A
DEFINITIONS AND INTERPRETATION
1. Definitions
1.1 In the agreement, the following words and expressions shall have the meanings set out below:
1.1.1 “Annexes” means the annexes attached to this agreement;
1.1.2 “Applicable Law” means any constitution, statute, ordinance, treaty, decree, proclamation or
subordinated legislation or other legislative measure, as amended from time to time, including all
national and provincial statutes and legislation and all municipal by-laws, as well as the common
law and customary law and any judgment, decision, order or rule of any court or tribunal with
relevant jurisdiction and any decision made by judicial or administrative bodies in accordance with
any of the foregoing;
1.1.3 “Bidder” means a legal entity and includes an individual/sole proprietor, firm, company, partnership, corporation, Consortium or joint venture of individuals/firms/companies which participates in the Bidding Process.
1.1.4 “Business Day” means any day other than a Saturday, Sunday or public holiday in the Islamic
Republic of Pakistan;
1.1.5 “BRT Transit System” means the sustainable BRT transit and complimentary urban mobility and
public transport system meant for movement of passengers from one place to other within the BRT
transit area;
1.1.6 “Change in Law” means: (a) the adoption of a new law; or (b) a change in or repeal of an existing
law, which after the Effective Date results in: (i) a change in the taxes, duties or levies payable by
the Customer in respect of the use of the Advertising Locations; or (ii) a change in or the repeal of
any other requirement for the performance of the obligations under this agreement;
1.1.7 “Customer” is an individual or company that rents, consumes or buys an advertising service and
can choose between different options.
1.1.8 “Commencement Date” means the date indicated as the Commencement Date in the service
notice given to the Service Provider by TPC in accordance with clause 2.2 of the Service
Agreement;
1.1.9 “Confidential Information” means all information, without limitation, of whatsoever nature:
(a) relating to the Disclosing Party’s business, operations, processes, drawings, sketches, plans,
models, product information, know-how, market opportunities, customers and business
affairs;
(b) relating to the relationship of the Disclosing Party with its customers and suppliers; or
(c) relating to the contents of this agreement and any other information received pursuant to this
agreement, but excludes information which:
(i) is required to be disclosed under any law or regulation, or by any Regulatory Body, including
any stock exchange on which a Receiving Party may be listed, provided that the Receiving
Party in question shall first consult with the Disclosing Party before making any such disclosure,
statement or announcement; or
(ii) is in the public domain or enters into the public domain in any way, provided that the entry of
such information into the public domain did not entail a breach of this agreement by the
Receiving Party; or
(iii) the Receiving Party can show it was within its possession or knowledge, such information
being in its use or having been recorded in its files, computers or other recording media, prior
to receipt thereof from the Disclosing Party and which information was not previously acquired
by the Receiving Party under any obligations of confidence or unlawfully; or
(iv) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
(v) was disclosed by the Disclosing Party to a third party without restriction on disclosure or use,
including without limitation, by way of a patent specification; or
(vi) is hereafter disclosed or made available in good faith to the Receiving Party from a source
other than the Disclosing Party, without breach by the Receiving Party of any obligation of
confidentiality or non-use owed to the Disclosing Party or without breach by such other source
who, to the knowledge of the Disclosing Party, is not subject to an obligation of confidentiality
or non-use owed to the Disclosing Party; or
(vi) is developed independently by the Receiving Party without reference to the Confidential
Information;
1.1.10 “Service Agreement” means the agreement made on [•] between the Parties whereby TPC grants
to the Service Provider an exclusive right to operate and services for commercial activities at certain
Locations;
1.1.11 "Consumer Price Index" means the official measure of inflation in the Islamic Republic of Pakistan
as published by the Pakistan Bureau of Statistics;
1.1.12 “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party;
1.1.13 “Effective Date” means when this agreement has been signed by each Party, the latest of the
dates upon which this agreement was signed by any Party;
1.1.14 "Initial Term" has the meaning given to it in Clause 2.2.1 of this agreement;
1.1.15 “Party” means a party to this Agreement;
1.1.16 “Prohibited Act” means:
(a) offering, giving or agreeing to give to a Public Official a gift or consideration of any kind as an
inducement or reward for:
(i) doing or not doing (or for having done or not having done) any act; or
(ii) showing or not showing (or for having shown or not shown) favour or disfavour to any person,
in relation to the award or performance of the agreement or any other agreement with TPC;
or
(b) entering into an agreement for which commission has been paid or has been agreed to be
paid by the Customer or on its behalf, or to its knowledge, unless before the relevant
agreement is entered into, particulars of any such commission and of the terms of any such
agreement for the payment thereof have been disclosed in writing to TPC; or
(c) committing any offence under the Applicable Law creating offences in respect of fraudulent
acts; or
(d) defrauding, attempting to defraud or conspiring to defraud TPC;
1.1.17 “Advertising Locations” means [Light Poles, Pedestrian Bridges, Overhead Bridge Pillars], as
further described in Annex B (Advertising Locations), where the Advertising Locations are located;
1.1.18 “Public Official” means an official or employee of a government owned or controlled enterprise or
any Regulatory Body and shall include any individual defined as a public official in an Applicable
Law;
1.1.19 “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party;
1.1.20 “Regulatory Body” means any governmental, semi-governmental, administrative, fiscal or judicial
ministry, department, commission, authority, tribunal, agency, police, notary public or municipality,
and shall include the provider of electricity, gas, water, wastewater, telecoms and other such public
services, and anybody with a regulatory function under the Applicable Law;
1.1.21 "Rent" means the amount payable by the Service Provider as set out in Annex C (Rent and Rent
Deposit Account) of the agreement.
1.1.22 "Rent Deposit Account" means a bank account where the Rent Deposit is to be paid as set out in
Annex C (Rent and Rent Deposit Account) of the Service Agreement.
1.1.23 “Surviving Provisions” means Clause 1 (Preliminary Matters); Clause 10 (Breach and
Termination); Clauses 9-34 (Part E – Miscellaneous Matters) and this Annex A;
1.1.24 "Service Provider" has the meaning given to it in Recital 2;
1.1.25 "TPC" has the meaning given to it in Recital 1.
1.1.26 "Utilities" mean water, sewerage, electricity and telephone and such other supplies as are
available for the benefit of the Locations from time to time.
2. Interpretation
2.1 In the Service Agreement:
2.1.1 in the event of conflict between the Annexes and the provisions of the Service Agreement
(excluding the Annexes), the provisions of the Service Agreement shall prevail;
2.1.2 any definition in this agreement, shall bear the same meaning and apply throughout this agreement
including Annexes hereto, unless otherwise stated or inconsistent with the context in which it
appears;
2.1.3 the singular includes the plural and vice versa;
2.1.4 a reference to a statutory provision includes any subordinate legislation made from time to time
under that provision and includes those provisions as amended, consolidated, re-enacted or
replaced from time to time;
2.1.5 a reference to a document includes the document as modified from time to time and any document
replacing it, in each case in the manner permitted by the Service Agreement;
2.1.6 a reference to a gender includes the other genders;
2.1.7 a reference to any government agency or body, if that agency or body ceases to exist or is
reconstituted, renamed or replaced or has its powers or functions removed (“defunct body”), means
the agency or body that performs most closely the functions of the defunct body;
2.1.8 a reference to an “agent” shall mean any person with a contractual relationship with a Party and
carrying out activities or obligations on behalf of that Party;
2.1.9 references in this agreement to “Clauses” or to “Annexes”, are to clauses of and Annexes to this
agreement;
2.1.10 references to notices or requests made or received by any of the Parties shall, unless expressly
provided otherwise in this agreement, refer to notices or requests in writing;
2.1.11 references to “agree” or “agreed” shall require the agreement to be recorded in writing and signed
by the authorised representatives of the Parties;
2.1.12 no rule of construction shall be applied to the disadvantage of a Party to this agreement because
that Party was responsible for or participated in the preparation of this agreement or any part of it;
2.1.13 unless otherwise provided, any number of days prescribed shall be determined by excluding the
first and including the last day or, where the last day falls on a day that is not a Business Day, the
next succeeding Business Day;
2.1.14 references to day/s, month/s or year/s shall be construed as Gregorian calendar day/s, month/s or
year/s, as the case may be;
2.1.15 if a definition imposes substantive rights and obligations on a Party, such rights and obligations
shall be given effect to and shall be enforceable, notwithstanding that they are contained in
a definition;
2.1.16 the use of the word “including” followed by a specific example/s shall not be construed as limiting
the meaning of the general wording preceding it and it shall be construed as if it were followed by
“without being limited to”.
ANNEX B
ADVERTISING LOCATIONS
ANNEX C
RENT DEPOSIT AND RENT DEPOSIT ACCOUNT
Year Quarter
Rent for Street
light poles for
display of (6x3ft)
Aluminium/Steel
framed
Streamers fixed
at 10-15 ft. height
from ground
level (As per
specification in
Annex E)
(QTY 250)
Rent for Double
sided (Two-way
traffic) Pillar
advertisement for
display of (10x5ft)
Aluminium/Steel
frames fixed at 10ft
from ground level
(As per specification
in Annex E)
(QTY 100)
Rent for Digital
Pole Streamer
P-6 Outdoor
SMD for
display (6x3ft)
fixed at 10-15
ft. height from
ground level
(As per
specification in
Annex E)
(QTY 60)
Rent for Double
Sided (Two-way
traffic) Pedestrian
Bridge Banner for
display of (50x3ft)
Aluminium/Steel
framed banner fixed
towards two-way
traffic (As per
specification in
Annex E) (QTY
10)
1
1
2
3
4
2
1
2
3
4
3
1
2
3
4
Sub-Total
I II III IV
Grand Total (I+II+III+IV)
Rent Deposit Account details are as follows:
CEO TRANSPESHAWAR
Bank Name: The Bank of Khyber
Account Number: 0001 0000 1182 4005
ANNEX D
PERFORMANCE GUARANTEE FORM
[TO BE ISSUED ON JUDICIAL PAPER OF PRESCRIBED FEE BY BANK LICENSED TO CONDUCT BUSINESS IN THE ISLAMIC REPUBLIC OF PAKISTAN]
This Performance Guarantee No. <Insert No.> is made on <Insert date> 2020 (the “Guarantee”)
Ref: Letter of Award for Advertising Management Services at Peshawar BRT Corridor dated <Insert date> 2020 (the “Agreement”)
Beneficiary: TRANSPESHAWAR (THE URBAN MOBILITY COMPANY), a Public Limited Company incorporated with Security Exchange Commission of Pakistan in February 09, 2017, with company registration No.0105691 and whose registered address is at Ali Tower, Second Floor, University Road, Peshawar, KPK. (“employer”)
1. GUARANTEE
We <Insert name of Bank> Bank (the “Guarantor”) have been informed that <Insert name of the
Company> (the “Service Provider”) has been awarded the Agreement relating to Advertising
Management Services at Peshawar BRT Corridor (the “Project”).
1.1 The Guarantor hereby irrevocably and unconditionally undertakes to pay to employer on its first demand for payment, without regard to any objections or defences to employer’s demand from the Service Provider or any other person, an amount or amounts not exceeding in total PKR ----- (in words).
2 TIME FOR PAYMENT
2.1 Any amount demanded by employer shall be paid by Guarantor to employer within seven (07) days of receipt of the employer’s demand for payment stating that the Service Provider is in breach of its obligations arising under, out of or in connection with the Agreement and the Guarantor shall have neither the right nor the duty or obligation to challenge the accuracy or sufficiency of such statement or the amount specified in the demand.
3 VALIDITY OF GUARANTEE
3.1 This Guarantee shall come into force on the date hereof and shall remain valid until <insert date> whereupon this Guarantee shall expire and be returned to the Guarantor.
4 PAYMENT FREE OF DEDUCTIONS AND WITHHOLDINGS
4.1 Any payment under this Guarantee shall be made free and clear of, and without
deduction for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever and by whomsoever imposed.
5 Notices and Demands for Payment
5.1 Any demand for payment made under this Guarantee shall be delivered by hand or registered courier and be deemed to be duly made at the time of, and on the date of, delivery to the contact details of the addressee stated in Schedule 1 (the “Contact Details”),
5.2 Any notice or demand given or made by employer or the Guarantor relating to this Guarantee shall be in English.
6 ASSIGNMENT
6.1 Employer shall have the right to assign the rights and benefits under this Guarantee.
7 DISPUTE RESOLUTION
7.1 This Guarantee shall be governed by, interpreted and construed in accordance with the laws of the Islamic Republic of Pakistan. Each Party consents to the jurisdiction of the courts in the Islamic Republic of Pakistan.
EXECUTED for and on behalf of
[GUARANTOR]
……………………………………………
(signed)
……………………………………………
Name
Witnesses:
SCHEDULE TO THE PERFORMANCE GUARANTEE
For employer: TransPeshawar Company <Address line1> <Address line2> <Address line3> Tel: <Insert employer’s telephone number> Fax: <Insert employer’s fax number> Email: <Insert employer’s email address> For the Attention of <__________________>
For the Guarantor: <Insert Guarantor’s Name> <Address line1> <Address line2> <Address line3> Tel: <Insert Guarantor’s telephone number> Fax:<Insert Guarantor’s fax number> Email:<Insert Guarantor’s email address> For the Attention of <__________________>
ANNEX E
ADVERTISING ITEM SPECIFICATION
ITEM # 1:
STREET LIGHT POLE STREAMER: (Light poles
assigned after Tehkal Payan station till the start of
Tehkal Bala station and in continuation from
University Town Junction to Karkhano Market
(excluding elevated portion)
• (Dimension: 6 X 3 ft (72 (H) X 36 (W)
Inches)
• Outer frame: 2 inches
• Corrosion Protection Aluminium/Steel
frame with thickness between 18 to 20
gauge.
• Shape: Rectangle
• Type: Non-Lighting
• Installation: Fixed Top and bottom
clamps.
ITEM # 2:
PEDESTRIAN BRIDGE BANNER: (Pedestrian
bridges assigned from Tehkal Bala to Hospital
chowk Station (excluding Mall of Hayatabad
station i.e., elevated))
• Dimension: 50 X 3 ft (600 (W) X 36 (H)
Inches)
• Corrosion Protection Aluminium/Steel
frame with thickness between 18 to 20
gauge. Angle iron for support between
the Banner frame and bridge railing
shall be 1.5 to 2 inches. Front panel
sheet for flex installation shall be at
least thickness of 28 gauge.
• Shape: Rectangle
• Type: Non- Lighting
• Installation: to be fixed at all corners
with the bridge railing for firm support.
ITEM # 3:
PILLAR ADVERTISEMENT: (elevated bridge
pillars assigned for advertisement that are located
at multiple locations between Tehkal Payan to
Karkhano Market)
• Dimension: 10 X 5 ft (120 (H) X 60 (W)
Inches)
• Outer frame: 2 inches
• Corrosion Protection Aluminium/Steel
frame with thickness between 18 to 20
gauge.
• Shape: Rectangle
• Type: Non-Lighting
• Installation: Fixed from top and
bottom.
ITEM # 4:
DIGITAL POLE STREAMER (SMD): (Light Poles
for installation of SMD assigned from start of
Tehkal Bala Station to University Town Junction)
• Dimension: 6 X 3 ft (72 (H) X 36 (W)
inches)
• Application: Outdoor
• Tube Chip Colour: Full colour
• Pixel Pitch: 6mm
• Temperature: 35℃ - 50 ℃
• Video signal (with video processor):
AV, S-video, VGA, DVI, YPbPr, HDMI,
SDI, DP
• Colour and brightness Level:
Adjustable by software
• Control way: Computer, video-
synchronous, real-time, off-line,
wireless, internet etc.
• Installation: As per standard
mechanism
IN THE SUPREME COURT OF PAKISTAN (Appellate Jurisdiction) Present: Mr. Justice Mian Saqib Nisar Mr. Justice Amir Hani Muslim Mr. Justice Khilji Arif Hussain
CMA No.209-K of 2014 in C.P. No.152-K of 2011 and CMAs No.657 to 660-K of 2015 and CMA No.869-K of 2015 in CMA No.209-K of 2014. (Report of Karachi Cantonment Board regarding Hoardings and signboards installed with permission and without permission) In attendance: Mr. Salman Talibuddin, Additional Attorney
General, Pakistan Mr. Nisar Ahmed Durrani, Advocate General,
Sindh Mr. Adnan Karim, Additional Advocate General,
Sindh Mr. Mukesh Kumar Karara, Additional Advocate
General, Sindh Mr. Yasin Azad, ASC for Karachi Cantonment
Board (CMA No.869-K of 2015) Syed Jamil Ahmed, ASC and Mr. Khaleeq Ahmed,
ASC for KMC Mr. Nazar Hussain Dhoon, ASC for Defence
Housing Authority Mr. Sanaullah Noor Ghouri, ASC for Civil
Aviation Authority Mr. Sohail H.K. Rana, ASC for CEO, Karachi
Cantonment Rana Manzoor, CEO, Karachi Cantonment Mr. Arfin Zubair Chaudhry, Additional CEO,
Clifton, Karachi Mr. Rabnawaz, CEO, Korangi, Karachi Mr. Asif Ameer Khan, CEO Ms. Ayesha Abro, Administrator, DMC Lieutenant Colonel Khadim Hussain Changezi
from Station Head Quarter, 5 Core Lieutenant Imranul Haq, Senior Staff Officer, Legal
to Commander Karachi Lieutenant Shafiq-ur-Rehman, Assistant Director
Legal Services, Naval Mr. Muhammad Aslam Chaudhry, Legal Advisor,
Karachi Cantonment
CMA 209-K/14 etc.
- 2 -
2
Syed Zahid Hussain, Officer Incharge, Control Room
Amicus curiae: Mr. Abdul Rehman, Advocate Date of Hearing: 05.5.2016
ORDER
Amir Hani Muslim, J. In compliance with the Orders of this
Court passed on 10.3.2016, the learned Additional Attorney General for
Pakistan has placed before us an interim report reflecting that the meetings
held in the Office of the Commissioner Karachi with the object to achieve
city-wide uniformity for installation of Billboards and Hoardings. The
interim report further reflects that all the stakeholders, who attended the
meetings, proposed the amendments in the respective by-laws. The
proposed amendments on the subject, annexed with the interim report,
read as follows:-
“There are following types of advertisement:
1. Bill Boards/Hoardings : 45‟ x 15‟ (Max. Height 30 feet) 10’ x 20‟ (Max. Height 20 feet) 60’ x 20‟ (Max. Height 60 feet)
The total height of hoarding including board should not exceed 80 feet from ground.
2. Pylons / Canopi : 6‟ x 12‟
3. Bridge Panel : Length as per Bridge & Height not exceeding 10 feet.
4. Panel / Wall Panel : Length as per Area & Width 20 feet
5. LED Screens : Maximum 1200 sq. feet. No other Board
within 500 feet.
The Bill Boards / Hoardings on Roof Top and Over Handing on
Footpath, Roads and Triangles are not allowed.
Distance of 400 feet between the two bill boards must be
maintained.
High marks are not allowed.
CMA 209-K/14 etc.
- 3 -
3
Apart from Pole Sign, no other type of hoarding should be
allowed on Central Median / Triangle / Square and Roundabouts.
Responsible organizations to ensure aesthetic beauty of the city &
public safety.
On boundaries of lands, 100 feet be left by each organization on
either side.
For pedestrian bridge minimum 3 feet space from walking track
be left open for ventilation / security of pedestrian.
Maximum allowed angle is upto 45 Degrees to the road.
Every Contractor shall provide structural plane, stability
certificate duly vetted by another Engineer registered with PEC.
Third party insurance shall be carried out by Contractor for each
board”.
2. We have inquired from the learned Advocate General Sindh,
present in Court, the view point of the Sindh Government on the issue of
installation of Billboards and Hoardings on public properties. He has made
a statement on behalf of the Sindh Government that no Billboards or
Hoardings of any nature can be allowed to be installed on public properties.
The learned Additional Attorney General was also of the view that
Billboards and Hoardings cannot be installed on the public properties.
3. The term ‘public property’ has wide meaning and, therefore,
we would like to clarify it in the order to avoid any ambiguity. The term
‘public property’ shall include the following places:
“(i) Roads.
(ii) Sidewalks.
(iii) Islands in the centre of a road/service lane – including but not limited to „Sponsored Islands‟ whereby the entire Island is maintained by a private person who displays his name and products on the traffic signs.
(iv) Overhead Bridges and Underpasses.
(v) Overhead pedestrian walkways/bridges.
CMA 209-K/14 etc.
- 4 -
4
(vi) Roundabouts – including but not limited to „Sponsored Roundabouts‟ whereby the entire Roundabout is maintained by a private person/or any organization who displays his or their name and products on the traffic signs.
(vii) Green Belts/Dividers between a road.
(viii) Pedestrian lanes.
(ix) Nullahs (Storm Water Drains) and the banks of Nullahs (Storm Water Drains) which abut roads.
Notes:
(i) Traffic signs i.e. signs set up by the Traffic Department providing directions are permissible on these locations but should not be „Sponsored Traffic Signs‟ i.e. Traffic Signs that are sponsored by private persons and display their name and products on the traffic signs.
(ii) Signboards located within a plot not listed above but which in any manner “overhang” any of the areas listed above”.
4. We have heard Mr. Abdul Rehman Advocate as amicus, the
learned Additional Attorney General for Pakistan, Advocate General Sindh
and Administrators of District Town Committees. There is no law which
permits K.M.C., D.M.C., Cantonment Boards or any other agency in Karachi
to install Billboards or Hoardings on a public property. Such an act on the
part of permission granting agency is against the civil rights of the citizens.
The civil rights of the citizens cannot be hampered with by erecting the
Billboards or Hoardings on the civic amenity meant for the use and benefit
of public at large besides such an act would endanger the life and property
of the common man.
5. As a first step, we are of the considered view that no Billboard
or Hoarding can be permitted to be installed on any public property as
defined in the preceding paragraph by any authority under the garb of by-
laws which militate the civil rights of the public at large. Therefore, all the
CMA 209-K/14 etc.
- 5 -
5
concerned authorities are directed to immediately remove all the
Billboards/Hoardings installed without permission within their jurisdiction
within 15 days from today and report compliance.
6. The Billboards/Hoardings which have been installed in the
public properties under any license or lease shall be uprooted by 30th June,
2016 by the concerned advertising agencies which own that poles or
displaying materials or by the contractors if they own such material or by
the authorities with whose permission the Billboards or Hoardings have
been installed. In the intervening period, no permission shall be granted by
any of the authority in Karachi to install the Billboard/Hoarding on any
portion of public place/property as clarified hereinabove.
7. The learned Additional Attorney General is further directed to
hold meetings, within a month, with all the stakeholders who grant
permission for installation of such Billboards/Hoardings in Karachi to
finalize the amendments in the proposed by-laws applicable beyond the
public properties so that city-wide uniformity could be achieved on the one
hand and safety measures of the citizens of Karachi shall be ensured on the
other hand. The proposed meetings shall be attended by the Advocate
General Sindh, as well. The learned Additional Attorney General shall
submit report within one month.
8. Copy of this Order be faxed and sent to the Registrar, Sindh
High Court for placing it before the learned Chief Justice and all the learned
Judges for their information. Office shall also send copies to the learned
Amicus Curiae, the learned Additional Attorney General and the learned
Advocate General Sindh.
CMA 209-K/14 etc.
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6
9. Office is directed to re-list this matter after 30th June, 2016. All
the authorities concerned shall submit their compliance reports in the light
of above referred directions.
Judge
Judge
Judge Karachi, the 5th May, 2016
IN THE SUPREME COURT OF PAKISTA (ORIGINAL JURISDICTION)
PRESENT: MR. JUSTICE MIAN SAQIB NISAR, HCJ MR. JUSTICE FAISAL ARAB MR. JUSTICE IJAZ UL AHSAN
SUO MOTU CASE NO.27 OF 2018 AND CIVIL MISC. APPLICATION NO.9577, 9606, 9457, 10063 AND 10036 OF 2 18 AND CIVIL REVIEW PETITIONS NO.711, 712 AND 723 OF 2018 AND CIVIL MISC. APPLICATION NO.10291 OF 2018 IN C.R.P.NO.NIL OF 2018
C.R.P.712/2018:
C.R.P.723/2018:
C.M.A.10291/2018:
In attendance:
Suo motu action regarding removal of billboards in Lahore
Topaz utdoor etc. Vs. Government of Pakistan through Ministry of Law and Justice etc.
M/s Top Sign Services etc. Vs. Government of Pakistan through Ministry of Law and Justice etc.
Impleadment application
Application by Amin Afzal Malik etc.
Muhammad Rehman etc.
DHA Lahore through its Secretary Vs. Government of Pakistan through Ministry of Law & Justice etc.
Imran Gulzar and another
National High Authority though its Chairman
Muhammad Iqbal Butt etc. Vs. The Government of Pakistan and another
Syed Nayab Hassan Gardezi, DAG Mr. Qasim Ali Chohan, Addl. A.G. Punjab Mr. Zahid Yousaf Qureshi, Addl.A.G. KPK Mr. Sibtain Mahmood, A.A.G. Sindh Mr. Ayaz Swati, Addl.A.G. Balochistan
Mr. Umar Riaz, ASC (In C.M.As.10306 & 10283/2018)
Mr. Amanullah Kanrani, ASC Mr. Mehr Khan Malik, AOR (In C.M.As.10063, 9470 & 9457/2018)
Mr. Azeem-ul-Haq Pirzada, ASC Syed Rifaqat Hussain Shah, AOR (In C.M.A.9606 ian C.R.P.Ni1/2018)
Barrister Haris Azmat, ASC (In C.M.M.9577 & 10695/2018)
Nemo (In C.M.A.10036/2018 in C.R.P.Ni1/2018)
S.M.C.27/2018:
C.M.A.9577/2018:
C.M.A.9606/2018:
C.M.A.9457/2018:
C.M.A.10063/2018:
C.M.A.10036/ 2018:
C.R.P.711/2018:
Suo Motu Case No.27 of 2018 -; 2 :-
Mr. Shazib Masood, ASC (In C.R.P.711/2018)
Mr. Za.heer Ahmed Qadri, ASC (In C.R.P.723/2018)
Mr. Agha Muhammad Ali, ASC (In C.M.A.10291/2018 in C.R.P.Ni1/2018)
Mr. Muhammad Waqar Rana, ASC (In C.M.A.10300/2018)
Sardar M. Latif Khan Khosa, Sr. ASC Sardar Balakh Sher Khan Khosa, ASC/Legal Advisor Cantonment Board, Lahore & Walton Rana Khalid Ahmed, Director Military Lands, Lahore Region Mr. Omer Farooq Ali, CEO, Lahore Walton Cantt. (In C.R.P.712/2018)
Syed All Zafar, ASC (In C.M.A.8857/2018)
Mr. Waqar A. Sheikh, ASC (For PHA)
Sardar M. Aslam, ASC (For Railways)
Date of hearing:
14.12.2018
ORDER
MIAN SAQIB NISAR, After hearing the learned counsel
for the petitioners, we are of the view that no case for review has been
made out. All the review petitions as also the connected applications are
dismissed accordingly.
2. With regard to the request made by the learned counsel that
some reasonable time be granted to the concerned authorities to remove
the billboards, we are inclined to grant further three months' time from
today. All the concerned authorities are directed to submit compliance
report after expiry of the stipulated period without fail. It is made clear
that no further extension of time shall be granted under any
circumstances or for any reason whatsoever. S.M.C.No.27/2018 stands
disposed of.
Islamabad, the 14th of December, 2018 Waqas Naseer/*
U\A
IN THE SUPREME COURT OF PNKISTAN (ORIGINAL JURISDICTION1
PRESENT: MR. JUSTICE MIAN SAQIB NISAR, HCJ MR. JUSTICE FAISAL ARAB MR. JUSTICE IJAZ UL AHISAN
SUO MOTO CASE NO. 27 OF 2018 (Action regarding removal of billboards in Lahore)
In Attendance: Syed Nayyar Abbas Rizvi, Addl. AGP Mr. Qasim Ali Chohan, Addl. A.G. Punjab Mian Zafar Iqbal Kalanauri, ASC Mr. Waqas A. Sheikh, ASC Sardar Muhammad Latif Khan Khosa, Sr. ASC Sardar Balakh Sher Khan Khosa, Legal Advisor Rana Khalil Ahmed, Directo: Cantonment Board Sardar Muhammad Aslam, ASC (For Railways)
Mr. Zaheer Ahmed Qadri, ASC Syed Rifaqat Hussai.n Shah, AOR (For NI-IA)
Mr. Shazib Masood, ASC (For DHA)
Syed Ali Zafar, ASC Mr. Tariq Aziz, AOR (In CMA 8851/2018)
ate of Hearing: 17.10.2018
JUDGMENT .
FAISAL ARAB, J.- In view of the - suo moto action taken
in the city of Lahore with the object of removing unwanted billboards
and hoardings, we through this order hold that a similar action taken
for the city of Karachi should be replicated faroughout Pakistan so
that uniformity is achieved. The proposed action on the subject, has •
been set out in the judgment dated 05.5.2016 in CMA No.209-K of
2014 in C.P. No.152-K of 2011 and CMA.; No.657 to 660-K of
2015 and CMA No.869-K of 2015 in C/Viil No.209- K of 2014
which requires that billboards or hoardings of any nature (including
all electronic billboards/hoardings) cannot be allowed to be installed
on any public property. The term 'public proper has been clarified
SUO MOTO CASE NO. 27 OF 2018
2
in our judgment dated 05.05.2016 passed in the Karachi case which
states:
"The term public property' has wide meaning and,
therefore, we would like to clarify it in the order to avoid
any ambiguity. The term public property' shall include the
following places:
"(i) Roads.
(ii) Sidewalks.
(iii) Islands in the centre of a road / service lane - including
but not limited to 'Sponsored Islands' whereby the entire
Island is maintained by a private person Who displays his
name and products on the traffic signs.
(iv) Over-head Bridges and Under-passes.
(v) Overhead pedestrian walkways/ bridges
(vi) Round-abouts - including but not limited to 'Sponsored
Roundabouts' whereby the entire Roundabout is
maintained by a private person/ or any organization who
displays his or their name and products on the traffic signs.
(vii) Green Belts/ Dividers between a road.
(viii) Pedestrian lanes.
(ix) Nullahs (Storm Water Drains) and the banks of Nullahs
(Storm Water Drains) which abut roads.
Notes:
(i) Traffic sings i.e. sings set up by the Traffic Department
providing directions are permissible on, these locations but
should not be 'Sponsored Traffic Signs' i.e. Traffic Signs that 1\72-7
SUO MOTO CASE NO. 27 OF 2018 3
are sponsored by private persons and display their name
and products on the traffic signs.
(ii )Signboards located within a plot not Ested above but
which in any manner 'overhand' ,any of the areas listed
above."
4. The main object of institutions that perform municipal
functions is for the ..benefitof the public at large. Allowing erections
of hoardings/billboards would endanger the life and property of the
public, therefore installation of any billbcard or hoardings by
Cantonment Boards or any other agency or. a public property as
defined above shall be deemed to be :illegal. The learned Counsel for
Lahore Cantonment Board argued that income generated from these
billboards have contributed towards other welfare projects in the area
hence if the said demolition takes place it would deprive the oard
from carrying out their welfare projects. It may well be the case;
however the Boards should not be utterly dependent on revenue
generated from these advertisements as they can surely fund their
welfare activities vthrough other means. Insofar as advertisers are
concerned, there are many other ways by which businesses can
market themselves i.e. through print and electronic media which is
one of the most popular means to advertise in today's day and age
however if billboards/hoardings are to be used for the purpose of
advertisement then the businesses should advertise on private
buildings.
5. Therefore we are of the considered view that billboards
and hoardings cannot be permitted to be installed on any public
property. All concerned authorities across Pakistan are directed to
cvyr2immed'ately remove all the billboards/how dings installed within
so MOTO CASE NO. 27 OF 2318
4
their jurisdiction within a period of one and a half months from today
and file a compliance report. The biilboards/hoardings which have
been installed in public properties under any license or lease shall be •
uprooted within the same 45 day period by the concerned advertising
agencies which own those billboards/hoardings either directly or
through their contractors by the authorities with whose permission
the billboards or hoardings have been installed. In the intervening
period, no permission shall be granted by any authority in Pakistan
to install the billboard/hoarding on any portion of public property.
Any institutions or agencies that are found to be non-compliant with
this order will be prosecuted.
7. The learned Additional Attorney General is further
directed to hold meetings, within a month, with all the stakeholders
who grant permission for installation of such billboards/hoardings
anywherein Pakistan to finalize the amendments in the proposed by-
laws applicable beyond the public properties so that nation-wide
uniformity could be achieved to ensure safeLy measures of the
citizens of Pakistan.
9, All the authorities concerned hall submit their
compliance reports in the light of above, referred directions. Re-list.
Islamabad the 17th of October, 2018 Not A
proved For Reporting